Worth reading
80Important
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.Decision and Details
The Board of Directors (meeting held on 23 October 2026) and the extraordinary general meeting of shareholders scheduled for 20 November 2026Advance disclosure matters concerning the share consolidation
Decision23 October 2026 (date of the Board of Directors' resolution)
Implementation15 December 2026 (scheduled effective date)
Going forwardAn extraordinary general meeting of shareholders is scheduled for 20 November 2026. Treasury shares are scheduled to be cancelled on 14 December 2026. The share consolidation is scheduled to take effect on 15 December 2026. Around late December 2026, the company expects to apply to the court for permission to sell the shares, sell the fractional shares to the acquirer around mid-January 2027, and pay the sale proceeds to shareholders around late March 2027.
AmountFollowing the treatment of fractional shares, cash equal to the number of shares held as of 14 December 2026 multiplied by the tender offer price of ¥1,060 will be paid. The acquirer's borrowing limit is ¥14,851 million.
Quantity / scale2,975,211 shares consolidated into 1 share; total number of authorized shares on the effective date: 25; 1,591,998 treasury shares scheduled for cancellation; total number of issued shares after the cancellation and share consolidation: 7; shares held by the acquirer: 11,187,236 (50.17% ownership)
Reason
Because the acquirer was unable to acquire all shares through the tender offer, to leave the acquirer and Miyazawa (宮澤氏) as the company's only shareholders and take the company's shares private
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | The Board of Directors (meeting held on 23 October 2026) and the extraordinary general meeting of shareholders scheduled for 20 November 2026 |
| Decision Date | 23 October 2026 (date of the Board of Directors' resolution) |
| Implementation Date | 15 December 2026 (scheduled effective date) |
| Amount | Following the treatment of fractional shares, cash equal to the number of shares held as of 14 December 2026 multiplied by the tender offer price of ¥1,060 will be paid. The acquirer's borrowing limit is ¥14,851 million. |
| Quantity / scale | 2,975,211 shares consolidated into 1 share; total number of authorized shares on the effective date: 25; 1,591,998 treasury shares scheduled for cancellation; total number of issued shares after the cancellation and share consolidation: 7; shares held by the acquirer: 11,187,236 (50.17% ownership) |
| Reason | Because the acquirer was unable to acquire all shares through the tender offer, to leave the acquirer and Miyazawa (宮澤氏) as the company's only shareholders and take the company's shares private |
| Governing Rule | Companies Act, Articles 180, 182-2, Paragraph 1, 234, Paragraph 2, and 235; Ordinance for Enforcement of the Companies Act, Article 33-9 |
| Related previous disclosures | "Notice Regarding the Implementation of an MBO and Recommendation to Tender" dated 6 August 2026; "Notice Regarding the Results of the Tender Offer for the Company's Shares by Sandbox Inc. and Changes in the Parent Company, Major Shareholder Being the Largest Shareholder, Controlling Shareholder (Excluding the Parent Company) and Major Shareholder" dated 25 September 2026; "Notice Regarding the Revision of the Dividend Forecast for the Fiscal Year Ending March 2027 (No Dividend) and the Abolition of the Shareholder Benefit Program" dated 6 August 2026 |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 20 November 2026. Treasury shares are scheduled to be cancelled on 14 December 2026. The share consolidation is scheduled to take effect on 15 December 2026. Around late December 2026, the company expects to apply to the court for permission to sell the shares, sell the fractional shares to the acquirer around mid-January 2027, and pay the sale proceeds to shareholders around late March 2027. |
Items this document does not state (2)
Period CoveredImpact on Business Performance
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.Because the acquirer was unable to acquire all shares through the tender offer, the transaction is intended to leave the acquirer and Miyazawa (宮澤氏) as the company's only shareholders and complete the process of taking the company private.
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