Decision and Details
Share exchange, with RECOMM CO.,LTD. as the wholly owning parent company and レカムＩＥパートナー株式会社 as the wholly owned subsidiary (simplified share exchange)
Advance preparation of statutory documents pursuant to Article 794, Paragraph 1 of the Companies Act and Article 193 of the Ordinance for Enforcement of the Companies Act. The valuation of RIE shares took into comprehensive consideration its financial condition, asset position and outlook for future business activities, while the valuation of RECOMM shares was based on their market price.
| Item | Details |
|---|---|
| Matter Covered | Share exchange, with RECOMM CO.,LTD. as the wholly owning parent company and レカムＩＥパートナー株式会社 as the wholly owned subsidiary (simplified share exchange) |
| Decision Date | 19 October 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 9 November 2026 (scheduled effective date) |
| Amount | Reference share price of RECOMM shares: ¥88; subscription payment for new shares issued through a third-party allotment: ¥50,000,000 |
| Quantity / scale | 920,188 of the company's common shares to be delivered; 45 RIE common shares subject to the exchange; 53 treasury shares RIE is scheduled to acquire; total potential shares: 19,384,600; Hikari Tsushin's voting rights: 9,201, representing approximately 1.14% of voting rights (approximately 1.13% on a post-new-share issuance basis) |
| Reason | Advance preparation of statutory documents pursuant to Article 794, Paragraph 1 of the Companies Act and Article 193 of the Ordinance for Enforcement of the Companies Act. The valuation of RIE shares took into comprehensive consideration its financial condition, asset position and outlook for future business activities, while the valuation of RECOMM shares was based on their market price. |
| Governing Rule | Article 794, Paragraph 1; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2; Article 768, Paragraph 1, Items 2 and 3; and Article 799, Paragraph 1 of the Companies Act |
| Related previous disclosures | “Notice Regarding the Making of Consolidated Subsidiary レカム IE パートナー株式会社 a Wholly Owned Subsidiary through a Share Exchange (Simplified Share Exchange),” dated 19 October 2026 |
| Future plans | On 21 October 2026, RIE is scheduled to obtain approval of its interim financial statements at a general meeting of shareholders (written resolution). On 26 October 2026, RIE is scheduled to acquire 53 RIE shares held by 株式会社光通信 as treasury shares. All acquired shares are scheduled to be cancelled by the day before the effective date. The share exchange is scheduled to become effective on 9 November 2026. |
Items this document does not state (3)
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 make available the content of the share exchange agreement and other statutory matters pursuant to Article 794, Paragraph 1 of the Companies Act and Article 193 of the Ordinance for Enforcement of the Companies Act. The company explained that the consideration and allotment ratio for the share exchange were determined through consultation and negotiation based on RIE's financial condition, asset position and outlook for future business activities, as well as the market price of RECOMM shares.