Worth reading
79Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
360692
HIKARI TSUSHIN,INC. common shares (scheduled)Wording
Conditional
How definitive the wording is.Decision and Details
Board of Directors of 株式会社エフティグループPrior disclosure documents relating to the stock exchange
Decision31 March 2026
Period CoveredOn and after 1 August 2026 (delisting of エフティグループ shares is scheduled for 30 July 2026)
Implementation1 August 2026 (planned; effective date of the stock exchange)
Going forwardAn annual general meeting of shareholders is scheduled for 23 June 2026. If approved, the stock acquisition rights are expected to be acquired without consideration and cancelled. 29 July 2026 is the final trading date, the shares of エフティグループ are scheduled to be delisted on 30 July 2026, and the stock exchange is scheduled to take effect on 1 August 2026. Treasury shares are scheduled to be cancelled as of the record time.
AmountThe total exchange consideration is not disclosed. The average market price of HIKARI TSUSHIN,INC. shares was ¥42,407 over 1 month, ¥43,096 over 3 months and ¥42,579 over 6 months. HIKARI TSUSHIN,INC.'s acquisition of treasury shares is capped at ¥10 billion.
Quantity / scaleThe exchange ratio is 0.0300 HIKARI TSUSHIN,INC. common shares for each share of エフティグループ common stock, with 360,692 shares expected to be issued. HIKARI TSUSHIN,INC. holds 21,576,300 shares of エフティグループ, representing 72.58%.
Reason
To avoid conflicts of interest and ensure fairness, the parties engaged a third-party valuation institution, legal counsel and a special committee, among others. HIKARI TSUSHIN,INC. shares were selected as the exchange consideration because shareholders would have the opportunity to benefit from a rise in the share price and other effects, as well as the possibility of realizing the value of the shares in the market.
Impact on Business Performance
The synergies expected from implementing this stock exchange have not been incorporated into the business plan used for the DCF method, as their specific impact on earnings is difficult to estimate at this time. Other impacts on earnings are Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure documents relating to the stock exchange |
| Decision-Making Body | Board of Directors of 株式会社エフティグループ |
| Decision Date | 31 March 2026 |
| Implementation Date | 1 August 2026 (planned; effective date of the stock exchange) |
| Period Covered | On and after 1 August 2026 (delisting of エフティグループ shares is scheduled for 30 July 2026) |
| Amount | The total exchange consideration is not disclosed. The average market price of HIKARI TSUSHIN,INC. shares was ¥42,407 over 1 month, ¥43,096 over 3 months and ¥42,579 over 6 months. HIKARI TSUSHIN,INC.'s acquisition of treasury shares is capped at ¥10 billion. |
| Quantity / scale | The exchange ratio is 0.0300 HIKARI TSUSHIN,INC. common shares for each share of エフティグループ common stock, with 360,692 shares expected to be issued. HIKARI TSUSHIN,INC. holds 21,576,300 shares of エフティグループ, representing 72.58%. |
| Impact on Business Performance | The synergies expected from implementing this stock exchange have not been incorporated into the business plan used for the DCF method, as their specific impact on earnings is difficult to estimate at this time. Other impacts on earnings are Not disclosed. |
| Reason | To avoid conflicts of interest and ensure fairness, the parties engaged a third-party valuation institution, legal counsel and a special committee, among others. HIKARI TSUSHIN,INC. shares were selected as the exchange consideration because shareholders would have the opportunity to benefit from a rise in the share price and other effects, as well as the possibility of realizing the value of the shares in the market. |
| Governing Rule | Article 782, paragraph 1; Article 785, paragraph 1; Article 789, paragraph 1; Article 184 of the Ordinance for Enforcement of the Companies Act; Article 165, paragraph 3 and Article 156; Article 194, paragraph 1, Article 192, paragraph 1 and Article 234 of the Companies Act; Article 24, paragraph 1 of the Financial Instruments and Exchange Act; and Article 39 of the Ordinance on Company Accounting |
| Related previous disclosures | “Notice Regarding the Execution of a Stock Exchange Agreement (Simplified Stock Exchange) for HIKARI TSUSHIN,INC. to Make Us a Wholly Owned Subsidiary,” dated 31 March 2026; “Opinion Letter,” dated 31 March 2026; and “Notice Regarding Changes to the Medium-Term Earnings Outlook and Dividend Policy,” dated 10 February 2025 |
| Future plans | An annual general meeting of shareholders is scheduled for 23 June 2026. If approved, the stock acquisition rights are expected to be acquired without consideration and cancelled. 29 July 2026 is the final trading date, the shares of エフティグループ are scheduled to be delisted on 30 July 2026, and the stock exchange is scheduled to take effect on 1 August 2026. Treasury shares are scheduled to be cancelled as of the record time. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Prior disclosure of the stock exchange pursuant to the Companies Act. The parties determined that issuing HIKARI TSUSHIN,INC. shares as consideration was desirable from the perspective of minority shareholder interests, as minority shareholders would be able to benefit from the business development and earnings growth of the HIKARI TSUSHIN,INC. Group and could realize the value of the highly liquid HIKARI TSUSHIN,INC. shares in the market.
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