Decision by Ｕｒｓａ ４株式会社 to Make a Demand for the Sale of Shares, etc. Held in the Company, Approval of the Demand for the Sale of Shares, etc., and Delisting of the Company’s Shares
J.S.B.Co.,Ltd. (target company) and Ｕｒｓａ ４株式会社 (Special Controlling Shareholder)
All common shares of J.S.B.Co.,Ltd., excluding treasury shares, and all of its Series 2 share options. Shares listed on the Tokyo Stock Exchange Prime Market.
As a result of the successful tender offer, Ｕｒｓａ ４株式会社 came to hold 19,737,531 of the Company’s shares, representing an ownership interest of 92.91%, and became a Special Controlling Shareholder under the Companies Act. This forms part of the transaction to make the Company a wholly owned subsidiary of Ｕｒｓａ ４株式会社.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
As of 12 June 2026, Ｕｒｓａ ４株式会社 held none of the Company’s shares or share options. The number and percentage of voting rights are not stated.
Ｕｒｓａ ４株式会社: 19,737,531 Company shares, representing an ownership interest of 92.91% (as of 10 August 2026). The number of voting rights is not stated.
Related procedures
Demand for the Sale of Shares, etc. by a Special Controlling Shareholder under the Companies Act and delisting procedures
Tokyo Stock Exchange, Inc.
Company response
A Special Committee was established on 12 December 2025. Its 3 members were Watanabe Toru (渡辺 徹), Fukushima Hiroki (福島 裕記) and Kiyohara Yuhei (清原 裕平).
The shares are scheduled to be designated as a delisting security through 1 September 2026, delisted on 2 September 2026 and acquired on 4 September 2026. The management structure and other matters following the demand for the sale of shares, etc. will be discussed and considered by the Company and Ｕｒｓａ ４株式会社.
| Item | Details |
|---|---|
| Event name | Decision by Ｕｒｓａ ４株式会社 to Make a Demand for the Sale of Shares, etc. Held in the Company, Approval of the Demand for the Sale of Shares, etc., and Delisting of the Company’s Shares |
| Date of occurrence | 10 August 2026 (date of the demand for sale and date of the Company’s Board of Directors resolution) |
| Date recognized / date notice received | 10 August 2026 (date on which notice of Ｕｒｓａ ４株式会社’s intention to make the demand for the sale of shares, etc. was received) |
| Subject Entity | J.S.B.Co.,Ltd. (target company) and Ｕｒｓａ ４株式会社 (Special Controlling Shareholder) |
| Target Locations / Products | All common shares of J.S.B.Co.,Ltd., excluding treasury shares, and all of its Series 2 share options. Shares listed on the Tokyo Stock Exchange Prime Market. |
| Cause | As a result of the successful tender offer, Ｕｒｓａ ４株式会社 came to hold 19,737,531 of the Company’s shares, representing an ownership interest of 92.91%, and became a Special Controlling Shareholder under the Companies Act. This forms part of the transaction to make the Company a wholly owned subsidiary of Ｕｒｓａ ４株式会社. |
| Type of litigation or proceeding | Demand for the Sale of Shares, etc. by a Special Controlling Shareholder under the Companies Act and delisting procedures |
| Court or authority | Tokyo Stock Exchange, Inc. |
| Date of filing / date of action | 10 August 2026 (date of the Company’s Board of Directors resolution approving the demand), 2 September 2026 (scheduled delisting date) |
| Investigation structure | A Special Committee was established on 12 December 2025. Its 3 members were Watanabe Toru (渡辺 徹), Fukushima Hiroki (福島 裕記) and Kiyohara Yuhei (清原 裕平). |
| Voting rights ownership percentage before the change | As of 12 June 2026, Ｕｒｓａ ４株式会社 held none of the Company’s shares or share options. The number and percentage of voting rights are not stated. |
| Voting rights ownership percentage after the change | Ｕｒｓａ ４株式会社: 19,737,531 Company shares, representing an ownership interest of 92.91% (as of 10 August 2026). The number of voting rights is not stated. |
| Outlook | The shares are scheduled to be designated as a delisting security through 1 September 2026, delisted on 2 September 2026 and acquired on 4 September 2026. The management structure and other matters following the demand for the sale of shares, etc. will be discussed and considered by the Company and Ｕｒｓａ ４株式会社. |
Items this document does not state (12)
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.Following the successful tender offer, Ｕｒｓａ ４株式会社 became a Special Controlling Shareholder holding 90% or more of the voting rights, and the parties are proceeding with the transaction to make the Company a wholly owned subsidiary. The Company approved the demand, determining that the sale consideration, funding for payment and payment method were reasonable and that measures had been taken to ensure fairness, including through the Special Committee.