Worth reading
79Important
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
50000000
Yen (reference amount for calculating the shares to be delivered in the share exchange)Wording
Conditional
How definitive the wording is.Decision and Details
THE WHY HOW DO COMPANY株式会社 and 株式会社コーウェル (execution of the share exchange agreement)A share exchange under which THE WHY HOW DO COMPANY株式会社 will become the wholly owning parent company and 株式会社コーウェル will become the wholly owned subsidiary
Decision16 April 2026 (date of execution of the share exchange agreement)
Period CoveredShareholders of 株式会社コーウェル as of 15 May 2026
Implementation15 May 2026 (scheduled; effective date of the share exchange)
Going forwardThe share exchange is scheduled to be implemented on 15 May 2026. The effective date may be changed as necessary, and the agreement will cease to be effective if the share exchange is not implemented by 30 June 2026.
AmountReference amount for calculating the shares to be delivered in the share exchange: ¥50 million; reference amount for calculating the value of 株式会社コーウェル shares: ¥103,305.79 per share / numerator of the share exchange ratio formula
Quantity / scale484 common shares of 株式会社コーウェル; the number of THE WHY HOW DO COMPANY株式会社 common shares to be delivered will be calculated by dividing ¥50 million by the average closing price of the Company’s common shares over the most recent one-month period
Reason
The value of 株式会社コーウェル was calculated using the DCF method and the value of the Company’s shares using the market price method. After comprehensively considering the parties’ financial positions and future outlooks and conducting repeated negotiations and discussions between the parties, the share exchange ratio was determined to be reasonable.
Impact on Business Performance
No impact on financial results has been disclosed
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which THE WHY HOW DO COMPANY株式会社 will become the wholly owning parent company and 株式会社コーウェル will become the wholly owned subsidiary |
| Decision-Making Body | THE WHY HOW DO COMPANY株式会社 and 株式会社コーウェル (execution of the share exchange agreement) |
| Decision Date | 16 April 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 15 May 2026 (scheduled; effective date of the share exchange) |
| Period Covered | Shareholders of 株式会社コーウェル as of 15 May 2026 |
| Amount | Reference amount for calculating the shares to be delivered in the share exchange: ¥50 million; reference amount for calculating the value of 株式会社コーウェル shares: ¥103,305.785 per share / numerator of the share exchange ratio formula |
| Quantity / scale | 484 common shares of 株式会社コーウェル; the number of THE WHY HOW DO COMPANY株式会社 common shares to be delivered will be calculated by dividing ¥50 million by the average closing price of the Company’s common shares over the most recent one-month period |
| Impact on Business Performance | No impact on financial results has been disclosed |
| Reason | The value of 株式会社コーウェル was calculated using the DCF method and the value of the Company’s shares using the market price method. After comprehensively considering the parties’ financial positions and future outlooks and conducting repeated negotiations and discussions between the parties, the share exchange ratio was determined to be reasonable. |
| Governing Rule | Article 794, paragraph 1; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2; Article 768, paragraph 1; Article 39 of the Ordinance on Company Accounting; and Article 799, paragraph 1 of the Companies Act |
| Related previous disclosures | “Notice Concerning the Issuance through Third-Party Allotment of the 16th Series of Stock Acquisition Rights (with Exercise Price Adjustment Clause), the 17th through 19th Series of Stock Acquisition Rights and the 2nd Series of Unsecured Straight Bonds, and the Execution of a Purchase Agreement for the Stock Acquisition Rights,” announced on 27 March 2026 |
| Future plans | The share exchange is scheduled to be implemented on 15 May 2026. The effective date may be changed as necessary, and the agreement will cease to be effective if the share exchange is not implemented by 30 June 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The Company states that it calculated the value of 株式会社コーウェル using the DCF method and its own share value using the market price method, and, after repeated negotiations and discussions based on a comprehensive consideration of the parties’ financial positions and future outlooks, determined that the share exchange ratio and the details of the shares to be delivered were reasonable and appropriate.
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