Decision and Details
The Board of Directors (meeting held on 19 October 2026) and an extraordinary general meeting of shareholders (scheduled for 16 November 2026)Share consolidation (the share consolidation)
The shares held by shareholders other than the tender offeror will be reduced to fractions of less than 1 share, making the tender offeror the company's sole shareholder. Synergies from the transaction and reductions in the costs associated with maintaining the listing are also cited as reasons.
The disclosure states that diversification of procurement channels, higher operating rates and sales, greater operating efficiency, cost reductions and lower costs associated with maintaining the listing are expected. The impact of the share consolidation itself on financial results is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation (the share consolidation) |
| Decision-Making Body | The Board of Directors (meeting held on 19 October 2026) and an extraordinary general meeting of shareholders (scheduled for 16 November 2026) |
| Decision Date | 19 October 2026 (date of the Board of Directors' resolution) |
| Implementation Date | 18 December 2026 (effective date, scheduled; subject to approval at the extraordinary general meeting of shareholders) |
| Amount | Tender offer price: ¥1,340 per share. Cash to be paid to shareholders in connection with the treatment of fractional shares: number of shares held × ¥1,340. Purchase price for Series 1 Stock Acquisition Rights: ¥550,000 per right. Purchase price for Series 2 Stock Acquisition Rights: ¥350,000 per right. |
| Quantity / scale | 315,200 shares will be consolidated into 1 share. Authorized shares as of the effective date: 24 shares. Share certificates and other securities of the company owned by the tender offeror following the tender offer: 1,630,384 shares (84.15% ownership interest). |
| Impact on Business Performance | The disclosure states that diversification of procurement channels, higher operating rates and sales, greater operating efficiency, cost reductions and lower costs associated with maintaining the listing are expected. The impact of the share consolidation itself on financial results is Not disclosed. |
| Reason | The shares held by shareholders other than the tender offeror will be reduced to fractions of less than 1 share, making the tender offeror the company's sole shareholder. Synergies from the transaction and reductions in the costs associated with maintaining the listing are also cited as reasons. |
| Governing Rule | Companies Act, Article 180, paragraph 2; Companies Act, Article 182-2, paragraph 1; Companies Act, Article 235; Companies Act, Article 234, paragraph 2; Ordinance for Enforcement of the Companies Act, Article 33-9 |
| Related previous disclosures | “Notice of Opinion Supporting and Recommendation to Tender Shares in the Tender Offer for the Company's Share Certificates and Other Securities by Arealink Co.,Ltd.” dated 8 July 2026; “Notice Regarding the Results of the Tender Offer for the Company's Share Certificates and Other Securities by Arealink Co.,Ltd. and Changes in the Parent Company, Other Affiliated Company, Major Shareholder and Largest Shareholder among the Major Shareholders” dated 22 August 2026 |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 16 November 2026. The share consolidation is scheduled to take effect on 18 December 2026. Around mid-January 2027, the company plans to apply to the court for permission to sell the fractional shares, sell them to Arealink around mid-February 2027, and distribute the sale proceeds to shareholders around late March 2027. |
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.The shares held by shareholders other than the tender offeror will be reduced to fractions of less than 1 share, making Arealink Co.,Ltd., the tender offeror, the sole shareholder of the company. The company explains that the transaction is expected to generate synergies including diversification of procurement channels, sharing of data and know-how, greater operating efficiency, cost reductions and lower costs associated with maintaining the listing.