Worth reading
81Important
Scored from 2 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
1555500
SharesWording
Definitive
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)飯山土建株式会社
Disclosing companyTHE WHY HOW DO COMPANY,Inc.
Contract Date28 March 2026
Consideration and expenses
Type of ConsiderationShares (the Company’s common stock)
Merger ratio/share exchange ratioCompany: 飯山土建 = 1:2,060.338. 2,060.338 shares of the Company’s common stock will be allotted for each share of common stock of 飯山土建, with the Company becoming the wholly owning parent company in the share exchange and 飯山土建 becoming the wholly owned subsidiary in the share exchange.
Procedures and assumptions
Valuation methodologyCalculation of the share exchange ratio using the average closing share price of the Company’s common stock over the most recent three weeks
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 飯山土建株式会社 |
| Name of the Subject Company | 飯山土建株式会社 |
| Type of Consideration | Shares (the Company’s common stock) |
| Merger ratio/share exchange ratio | Company: 飯山土建 = 1:2,060.338. 2,060.338 shares of the Company’s common stock will be allotted for each share of common stock of 飯山土建, with the Company becoming the wholly owning parent company in the share exchange and 飯山土建 becoming the wholly owned subsidiary in the share exchange. |
| Contract Date | 28 March 2026 |
| Valuation methodology | Calculation of the share exchange ratio using the average closing share price of the Company’s common stock over the most recent three weeks |
Items this document does not state (25)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionExecution Date / Effective DateIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition
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.The share exchange ratio was calculated in accordance with the provisions of the share exchange agreement dated 28 March 2026 and determined using the Company’s average closing share price of ¥45 over the most recent three weeks and ¥92,715.232 per share of 飯山土建 stock.
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.