Decision and Details
Board of Directors (meeting held on 23 April 2026) and Extraordinary General Meeting of Shareholders (scheduled for 27 May 2026)Prior disclosure document concerning the share consolidation
To take the company private and make the tender offeror and バローホールディングス its only shareholders. The disclosure also cites the elimination of the parent-subsidiary listing, economies of scale, joint development of private-label products, logistics optimization and personnel exchanges as reasons.
A reduction in the costs of maintaining the listing is expected. Going private may result in the loss of the benefits of equity financing and the advantages of being a listed company in terms of name recognition, creditworthiness and recruitment, but financing that makes use of the creditworthiness of the tender offeror and バローホールディングス is expected.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document concerning the share consolidation |
| Decision-Making Body | Board of Directors (meeting held on 23 April 2026) and Extraordinary General Meeting of Shareholders (scheduled for 27 May 2026) |
| Decision Date | 23 April 2026 |
| Implementation Date | 30 June 2026 (scheduled effective date) |
| Period Covered | From 30 June 2026 onward (after the share consolidation takes effect) |
| Amount | The sale proceeds for the fractional shares are expected to be calculated based on ¥1,465 per share; tender offer price: ¥1,465; tender offer price for stock acquisition rights: ¥1 |
| Quantity / scale | 7,505,804 shares consolidated into 1 share; 16 authorized shares as of the effective date; 170,169 treasury shares scheduled to be cancelled as of 29 June 2026; 11,723,970 shares acquired by the tender offeror |
| Impact on Business Performance | A reduction in the costs of maintaining the listing is expected. Going private may result in the loss of the benefits of equity financing and the advantages of being a listed company in terms of name recognition, creditworthiness and recruitment, but financing that makes use of the creditworthiness of the tender offeror and バローホールディングス is expected. |
| Reason | To take the company private and make the tender offeror and バローホールディングス its only shareholders. The disclosure also cites the elimination of the parent-subsidiary listing, economies of scale, joint development of private-label products, logistics optimization and personnel exchanges 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; Securities Listing Regulations, Article 441 |
| Related previous disclosures | Notice concerning the expression of an opinion supporting and recommendation to tender in response to the tender offer for the company's share certificates and other securities by KOHNAN SHOJI CO.,LTD. and the execution of a capital and business alliance agreement, dated 13 February 2026; Notice concerning partial correction of the "Notice concerning the expression of an opinion supporting and recommendation to tender in response to the tender offer for the company's share certificates and other securities by KOHNAN SHOJI CO.,LTD. and the execution of a capital and business alliance agreement," dated 18 February 2026; Notice concerning the results of the tender offer for the company's share certificates and other securities by KOHNAN SHOJI CO.,LTD. and changes in other affiliated companies and major shareholders, dated 31 March 2026 |
| Future plans | An Extraordinary General Meeting of Shareholders is scheduled to be held on 27 May 2026. The company is scheduled to be delisted on 26 June 2026. Treasury shares are scheduled to be cancelled on 29 June 2026. The share consolidation is scheduled to take effect on 30 June 2026. Around early August, the company plans to apply to the court for permission to sell the fractional shares, sell them to KOHNAN SHOJI CO.,LTD. around late August, and pay the sale proceeds to shareholders around early October. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To take the company private, with KOHNAN SHOJI CO.,LTD. and バローホールディングス as its only shareholders. The company also cites economies of scale, collaboration on private-label products, mutual use of logistics facilities, human capital management, and cost reductions from eliminating the parent-subsidiary listing as objectives and expected benefits of the transaction.