Decision and Details
Written resolution in lieu of a resolution by the board of directors of テンポスホールディングス (Article 370 of the Companies Act), and approval by the representative director of トミ美容室 (separate approval is scheduled to be obtained at an extraordinary general meeting of shareholders or by written resolution)A share exchange under which テンポスホールディングス will be the wholly owning parent company and トミ美容室 will be the wholly owned subsidiary
To ensure the fairness and appropriateness of the share exchange ratio, the parties referred to an evaluation by an independent third-party institution and reached agreement after considering トミ美容室's financial and asset position, its outlook for future business activities, and the results of due diligence. The parties aim to maximize synergies from the management integration, digitize marketing methods, and strengthen the training system.
Following the effective date of the share exchange, no situation that would currently be expected to hinder the performance of obligations is anticipated. The impact of the share exchange itself on financial results is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which テンポスホールディングス will be the wholly owning parent company and トミ美容室 will be the wholly owned subsidiary |
| Decision-Making Body | Written resolution in lieu of a resolution by the board of directors of テンポスホールディングス (Article 370 of the Companies Act), and approval by the representative director of トミ美容室 (separate approval is scheduled to be obtained at an extraordinary general meeting of shareholders or by written resolution) |
| Decision Date | 7 August 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 27 August 2026 (effective date, scheduled) |
| Amount | Equity value per share of テンポスホールディングス: ¥3,662; value per share of トミ美容室 (opinion value provided by ともに): ¥53,208; per-share value of トミ美容室 agreed upon finally: ¥53,333; acquisition price paid by MARCHE CORPORATION: ¥996 million |
| Quantity / scale | Share exchange ratio: 14.564 common shares of テンポスホールディングス for each common share of トミ美容室; number of shares to be delivered: 43,692 (as stated in the agreement, scheduled); number of shares of トミ美容室 subject to the exchange: 3,000; total shares issued by テンポスホールディングス: 14,314,800; shares to be delivered as a percentage of total shares issued: 0.305%; number of shares acquired by MARCHE CORPORATION: 6,000,000, representing a 50.59% ownership interest after the acquisition |
| Impact on Business Performance | Following the effective date of the share exchange, no situation that would currently be expected to hinder the performance of obligations is anticipated. The impact of the share exchange itself on financial results is not disclosed. |
| Reason | To ensure the fairness and appropriateness of the share exchange ratio, the parties referred to an evaluation by an independent third-party institution and reached agreement after considering トミ美容室's financial and asset position, its outlook for future business activities, and the results of due diligence. The parties aim to maximize synergies from the management integration, digitize marketing methods, and strengthen the training system. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, paragraph 1, items 2, 3, 4 and 5 of the Companies Act; Article 796, paragraph 2 of the Companies Act; Article 370 of the Companies Act; Article 319, paragraph 1 of the Companies Act; Article 234 of the Companies Act; Article 192, paragraph 1 of the Companies Act; Corporation Tax Act |
| Related previous disclosures | Resolution at the board of directors meeting held on 18 May 2026 to subscribe for a third-party allotment of shares by MARCHE CORPORATION |
| Future plans | トミ美容室 is scheduled to obtain approval of this agreement at an extraordinary general meeting of shareholders scheduled for 7 August 2026 or by written resolution pursuant to Article 319, paragraph 1 of the Companies Act, and the share exchange is scheduled to be carried out on 27 August 2026. Any approvals or other authorizations required from the relevant government authorities will be obtained. |
Items this document does not state (1)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To ensure the fairness and appropriateness of the share exchange ratio, the parties referred to an evaluation by an independent third-party institution and reached agreement after considering トミ美容室's financial and asset position, its outlook for future business activities, and the results of due diligence. The stated objectives also include maximizing synergies from the management integration, digitizing marketing methods, and strengthening the training system.