Worth reading
73In focus
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
865000
Shares (RECOMM CO.,LTD. treasury shares)Wording
Conditional
How definitive the wording is.Decision and Details
RECOMM CO.,LTD. Board of Directors (meeting held on 17 August 2026). RECOMM will not seek shareholder approval because the transaction will be conducted as a simplified share exchange, while 株式会社とみや plans to obtain approval at a shareholders meeting.Making 株式会社とみや a wholly owned subsidiary through a share exchange
Decision17 August 2026 (date the share exchange agreement was executed)
Period CoveredThe period after 7 September 2026 during which RECOMM CO.,LTD. will hold 株式会社とみや as a wholly owned subsidiary
Implementation7 September 2026 (scheduled effective date of the share exchange)
Going forwardThe share transfer is scheduled to be executed on 4 September 2026, and the share exchange is scheduled to become effective on 7 September 2026. 株式会社とみや plans to obtain approval of the share exchange agreement at a shareholders meeting by the day before the effective date.
AmountReference amount of the exchange consideration: approximately ¥65 million (book value of the treasury shares to be delivered). Acquisition consideration for 株式会社とみや: not stated
Quantity / scale865,000 RECOMM common shares will be delivered. For each common share of 株式会社とみや, 878.17 RECOMM common shares will be delivered. The 3,906 issued shares of 株式会社とみや will be acquired through a share transfer, while no shares will be allocated for the 109 treasury shares.
Reason
The decision followed comprehensive consideration of the results of the valuation of 株式会社とみや's shares, the market price of RECOMM shares on the Tokyo Stock Exchange Standard Market, and the financial condition, asset position and future outlook of both companies, after extensive discussions and negotiations. RECOMM common shares ensure liquidity and enable the shareholders of 株式会社とみや to benefit from increases in the enterprise value of the RECOMM Group.
Impact on Business Performance
No specific information is provided regarding the impact of this share exchange on financial performance.
| Item | Details |
|---|---|
| Matter Covered | Making 株式会社とみや a wholly owned subsidiary through a share exchange |
| Decision-Making Body | RECOMM CO.,LTD. Board of Directors (meeting held on 17 August 2026). RECOMM will not seek shareholder approval because the transaction will be conducted as a simplified share exchange, while 株式会社とみや plans to obtain approval at a shareholders meeting. |
| Decision Date | 17 August 2026 (date the share exchange agreement was executed) |
| Implementation Date | 7 September 2026 (scheduled effective date of the share exchange) |
| Period Covered | The period after 7 September 2026 during which RECOMM CO.,LTD. will hold 株式会社とみや as a wholly owned subsidiary |
| Amount | Reference amount of the exchange consideration: approximately ¥65 million (book value of the treasury shares to be delivered). Acquisition consideration for 株式会社とみや: not stated |
| Quantity / scale | 865,000 RECOMM common shares will be delivered. For each common share of 株式会社とみや, 878.17 RECOMM common shares will be delivered. The 3,906 issued shares of 株式会社とみや will be acquired through a share transfer, while no shares will be allocated for the 109 treasury shares. |
| Impact on Business Performance | No specific information is provided regarding the impact of this share exchange on financial performance. |
| Reason | The decision followed comprehensive consideration of the results of the valuation of 株式会社とみや's shares, the market price of RECOMM shares on the Tokyo Stock Exchange Standard Market, and the financial condition, asset position and future outlook of both companies, after extensive discussions and negotiations. RECOMM common shares ensure liquidity and enable the shareholders of 株式会社とみや to benefit from increases in the enterprise value of the RECOMM Group. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; the main text of Article 796, Paragraph 2 of the Companies Act; Article 783, Paragraph 1 of the Companies Act; Article 319, Paragraph 1 of the Companies Act; Article 799, Paragraph 1 of the Companies Act; and the Ordinance on Company Accounting |
| Related previous disclosures | “Notice Regarding the Acquisition of Shares in 株式会社とみや (Making It a Subsidiary) and Making It a Wholly Owned Subsidiary Through a Simplified Share Exchange,” dated 17 August 2026. “Securities Report for the 32nd Fiscal Period,” filed on 25 December 2025 |
| Future plans | The share transfer is scheduled to be executed on 4 September 2026, and the share exchange is scheduled to become effective on 7 September 2026. 株式会社とみや plans to obtain approval of the share exchange agreement at a shareholders meeting by the day before the effective date. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The share exchange ratio was agreed after comprehensive consideration of the results of the valuation of 株式会社とみや's shares, the market price of RECOMM CO.,LTD. shares, and the financial condition, asset position and future outlook of both companies, following extensive discussions and negotiations. RECOMM shares were selected as the consideration because listing ensures liquidity and enables the shareholders of 株式会社とみや to continue benefiting from increases in the enterprise value of the RECOMM Group after the share exchange.
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