Komori
Treasury Shares4320CE Holdings Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Planned Commencement of a Tender Offer for Treasury Shares

The Company has decided to conduct a tender offer for its common shares at ¥1,501 per share if the procedures for an acquisition by another company and the privatization of the Company's shares progress. The maximum number of shares to be purchased is 2,495,300, and a formal resolution by the Board of Directors regarding the acquisition of treasury shares is scheduled to be adopted again when the tender offer commences.

Worth reading
65In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
2495300
Shares
Wording
Avoiding a definitive answer
How definitive the wording is.

Resolution on acquisition limit

Resolved 5 August 2026Tender offer for treasury shares
Total acquisition price¥3,745,445,300
Maximum number of shares to be acquired2,495,300 shares (maximum)Common shares
14.96%Maximum number that can be acquired

The full horizontal line represents all issued shares, with marks at 10% intervals. The colored section represents the percentage stated in the resolution as the maximum proportion that may be repurchased under it.
This is a limit, and does not mean that the company will buy back all of it. The amount actually acquired will be shown in a later disclosure on the status of the acquisition of treasury shares.

Acquisition period

From mid-November 2026 to mid-December 2026 (20 business days)

Reason for acquisition

As part of this transaction, which is intended to privatize the Company's shares, to acquire the shares subject to the agreement to tender into the Company's self-tender offer held by the Hikari Tsushin Group, as well as the shares owned by NEC, while also taking into consideration the Company's shareholders who wish to apply to tender their shares into this self-tender offer, and to provide an opportunity to sell the Company's shares to the greatest extent possible within the Company's distributable amount. The Company also aims to provide its minority shareholders with an opportunity to sell at a higher price through this third-party tender offer, thereby ensuring fairness among shareholders.

Reference (number of shares stated in the document)
Current number of treasury shares363,863 shares (as of 30 June 2026)
Total number of issued shares17,039,400 shares (as of 30 June 2026; total issued shares including treasury shares)
Resolution on acquisition limit
ItemDetails
Class of shares to be acquiredCommon shares
Maximum number of shares to be acquired2,495,300 shares (maximum)
Percentage of total issued shares14.96%
Total acquisition price¥3,745,445,300
Acquisition periodFrom mid-November 2026 to mid-December 2026 (20 business days)
Method of acquisitionTender offer for treasury shares
Reason for acquisitionAs part of this transaction, which is intended to privatize the Company's shares, to acquire the shares subject to the agreement to tender into the Company's self-tender offer held by the Hikari Tsushin Group, as well as the shares owned by NEC, while also taking into consideration the Company's shareholders who wish to apply to tender their shares into this self-tender offer, and to provide an opportunity to sell the Company's shares to the greatest extent possible within the Company's distributable amount. The Company also aims to provide its minority shareholders with an opportunity to sell at a higher price through this third-party tender offer, thereby ensuring fairness among shareholders.
Resolution date5 August 2026
Current number of treasury shares363,863 shares (as of 30 June 2026)
Total number of issued shares17,039,400 shares (as of 30 June 2026; total issued shares including treasury shares)
Items this document does not state (6)
Number of shares to be retiredPercentage of total issued shares before retirementScheduled retirement dateTotal number of issued shares after retirementChange in acquisition periodChange in acquisition limit

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.

As part of the transaction to privatize the Company's shares, to provide shareholders including the Hikari Tsushin Group and NEC with an opportunity to sell their shares and acquire as many shares as possible within the Company's distributable amount. The Company also aims to provide minority shareholders with an opportunity to sell at a higher price while ensuring fairness among shareholders.

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 Planned Commencement of a Tender Offer for Treasury Shares | CE Holdings Co.,Ltd. (4320) timely disclosure | Komori