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M&A and Subsidiary Changes3823THE WHY HOW DO COMPANY,Inc.Information and Communications, Services and Others

Notice Regarding the Determination of the Share Exchange Ratio for Making 株式会社コーウェル a Wholly Owned Subsidiary through a Simplified Share Exchange

The share exchange ratio for making 株式会社コーウェル a wholly owned subsidiary has been determined at 2,259.433 shares of our common stock for each share of 株式会社コーウェル. We will issue 1,093,500 shares of common stock through the share exchange.

Worth reading
71In focus
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
1093500
Shares
Wording
Definitive
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)株式会社コーウェル
Disclosing companyTHE WHY HOW DO COMPANY,Inc.
Subject of this transaction
Contract Date16 April 2026
Consideration and expenses
Type of ConsiderationShares. 1,093,500 shares of our common stock will be issued.
Merger ratio/share exchange ratio1 : 2,259.433. We will be the wholly owning parent company in the share exchange, and 株式会社コーウェル will be the wholly owned subsidiary.
Procedures and assumptions
Valuation methodologyCalculation using the average closing price of our common stock over the most recent one-month period
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty name株式会社コーウェル
Name of the Subject Company株式会社コーウェル
Type of ConsiderationShares. 1,093,500 shares of our common stock will be issued.
Merger ratio/share exchange ratio1 : 2,259.433. We will be the wholly owning parent company in the share exchange, and 株式会社コーウェル will be the wholly owned subsidiary.
Contract Date16 April 2026
Valuation methodologyCalculation using the average closing price of our common stock over the most recent one-month period
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 by dividing the value of one 株式会社コーウェル share at the reference time, ¥103,305.785, by the average closing price of our common stock over the most recent one-month period, ¥45.722.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Determination of the Share Exchange Ratio for Making 株式会社コーウェル a Wholly Owned Subsidiary through a Simplified Share Exchange | THE WHY HOW DO COMPANY,Inc. (3823) timely disclosure | Komori