Worth reading
76Important
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
2487400
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Decision and Details
Board of Directors (held on 6 October 2026) and extraordinary general meeting of shareholders scheduled for 6 November 2026Matters subject to prior disclosure concerning the share consolidation
Decision6 October 2026 (date of Board of Directors resolution)
Period CoveredFrom 27 November 2026 onward (effective date of the share consolidation)
Implementation27 November 2026 (planned effective date of the share consolidation)
Going forwardAn extraordinary general meeting of shareholders is scheduled for 6 November 2026. The company is scheduled to be delisted on 25 November 2026. The share consolidation is scheduled to take effect on 27 November 2026. Around mid- or late December 2026, the company plans to apply to the court for permission to sell the fractional shares, with the sale scheduled for around early or mid-January 2027 and the sale proceeds scheduled to be paid to shareholders around early March 2027.
AmountThe proceeds from the sale of shares corresponding to fractions of less than 1 share will be equivalent to the amount calculated by multiplying each shareholder’s number of shares held by ¥1,260 (planned)
Quantity / scaleConsolidation of 2,487,400 of the company’s shares into 1 share; total number of authorised shares as of the effective date: 20; shares held by the tender offeror: 7,290,251 (52.90% voting rights ownership); shares held by Tommy Corporation: 4,974,800 (36.10% voting rights ownership)
Reason
Because the tender offeror was unable to acquire all of the company’s shares even after the tender offer, the company will have only the tender offeror and Tommy Corporation as shareholders and will pursue privatisation through an MBO.
Impact on Business Performance
No impact on earnings from the share consolidation itself is stated. The disclosure states that the company aims to enhance corporate value over the medium to long term through privatisation, while earnings may temporarily deteriorate in the short term as the measures are implemented.
| Item | Details |
|---|---|
| Matter Covered | Matters subject to prior disclosure concerning the share consolidation |
| Decision-Making Body | Board of Directors (held on 6 October 2026) and extraordinary general meeting of shareholders scheduled for 6 November 2026 |
| Decision Date | 6 October 2026 (date of Board of Directors resolution) |
| Implementation Date | 27 November 2026 (planned effective date of the share consolidation) |
| Period Covered | From 27 November 2026 onward (effective date of the share consolidation) |
| Amount | The proceeds from the sale of shares corresponding to fractions of less than 1 share will be equivalent to the amount calculated by multiplying each shareholder’s number of shares held by ¥1,260 (planned) |
| Quantity / scale | Consolidation of 2,487,400 of the company’s shares into 1 share; total number of authorised shares as of the effective date: 20; shares held by the tender offeror: 7,290,251 (52.90% voting rights ownership); shares held by Tommy Corporation: 4,974,800 (36.10% voting rights ownership) |
| Impact on Business Performance | No impact on earnings from the share consolidation itself is stated. The disclosure states that the company aims to enhance corporate value over the medium to long term through privatisation, while earnings may temporarily deteriorate in the short term as the measures are implemented. |
| Reason | Because the tender offeror was unable to acquire all of the company’s shares even after the tender offer, the company will have only the tender offeror and Tommy Corporation as shareholders and will pursue privatisation through an MBO. |
| Governing Rule | Article 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, paragraph 2, Article 235 and Article 234, paragraph 2 of the Companies Act |
| Related previous disclosures | “Notice Concerning the Implementation of an MBO and Recommendation to Tender” dated 19 June 2026; “(Change) Partial Change to the ‘Notice Concerning the Implementation of an MBO and Recommendation to Tender’” dated 17 July 2026; “Notice Concerning the Results of the Tender Offer for the Company’s Shares by Terra Corporation, and Changes in the Parent Company, Major Shareholder that is the Largest Shareholder and Major Shareholders” dated 4 August 2026 |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 6 November 2026. The company is scheduled to be delisted on 25 November 2026. The share consolidation is scheduled to take effect on 27 November 2026. Around mid- or late December 2026, the company plans to apply to the court for permission to sell the fractional shares, with the sale scheduled for around early or mid-January 2027 and the sale proceeds scheduled to be paid to shareholders around early March 2027. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Because the tender offer did not enable the acquisition of all of the company’s shares, the company will have only the tender offeror and Tommy Corporation as shareholders and will pursue the privatisation of the company through an MBO.
How to read this page
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