Worth reading
44Recurring
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
2975211
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Details of issuance or disposal
Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation
Intended allottee
株式会社Sandbox (scheduled purchaser of fractional shares)
Offering structure
Major shareholders after the offering
Name 株式会社Sandbox / Shareholding ratio Not disclosedName Miyazawa Eiichi (宮澤栄一) / Shareholding ratio Not disclosed
Stock Split RatioReverse stock split: 2,975,211 shares consolidated into 1 share, effective 15 December 2026
Basis for determining the amount to be paid
If court approval is obtained as scheduled, the sale price for the fractional shares will be calculated by multiplying the number of shares held as of 14 December 2026 by ¥1,060, the same amount as the tender offer price. The tender offer price represents premiums of 40.96% over the closing price of ¥752 on 5 August 2026, 43.05% over the one-month average of ¥741, 43.44% over the three-month average of ¥739, and 31.68% over the six-month average of ¥805.
Procedures under the Corporate Code of Conduct
The Company established an independent special committee and obtained its written opinion. It also obtained a share valuation report and a fairness opinion from an independent third-party valuation firm. All 7 directors without conflicts of interest approved the transaction.
Impact on Business Performance
In connection with the reverse stock split, the Company is scheduled to be delisted on 11 December 2026.
| Item | Details |
|---|---|
| Type of issuance or disposal | Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation |
| Intended allottee | 株式会社Sandbox (scheduled purchaser of fractional shares) |
| Total number of issued shares | 22,298,802 shares (after cancellation of treasury shares and before the reverse stock split takes effect) → 7 shares (after the reverse stock split takes effect)（Approximately 99.99997% decrease） |
| Basis for determining the amount to be paid | If court approval is obtained as scheduled, the sale price for the fractional shares will be calculated by multiplying the number of shares held as of 14 December 2026 by ¥1,060, the same amount as the tender offer price. The tender offer price represents premiums of 40.96% over the closing price of ¥752 on 5 August 2026, 43.05% over the one-month average of ¥741, 43.44% over the three-month average of ¥739, and 31.68% over the six-month average of ¥805. |
| Stock Split Ratio | Reverse stock split: 2,975,211 shares consolidated into 1 share, effective 15 December 2026 |
| Procedures under the Corporate Code of Conduct | The Company established an independent special committee and obtained its written opinion. It also obtained a share valuation report and a fairness opinion from an independent third-party valuation firm. All 7 directors without conflicts of interest approved the transaction. |
| Major shareholders after the offering | Name 株式会社Sandbox / Shareholding ratio Not disclosed, Name Miyazawa Eiichi (宮澤栄一) / Shareholding ratio Not disclosed |
| Impact on Business Performance | In connection with the reverse stock split, the Company is scheduled to be delisted on 11 December 2026. |
Items this document does not state (20)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financing
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 fractionalize the shares held by minority shareholders who remain after the tender offer, leaving 株式会社Sandbox and Miyazawa Eiichi (宮澤栄一) as the only shareholders and taking the Company private. In addition, because the total number of issued shares will be 7 after the reverse stock split, the Company will abolish the share unit system and make related adjustments to the total number of issuable shares and other matters in the Articles of Incorporation.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.