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Statutory disclosure document4320CE Holdings Co.,Ltd.Information and Communications, Services and Others

Statutory Pre-Transaction Disclosure Document (Share Consolidation)

It was decided to submit to the extraordinary general meeting a proposal to consolidate the shares at a ratio of 3,204,500 shares into 1 share, with a view to making the company a wholly owned subsidiary after the tender offer. If approved, the shares held by shareholders other than the tender offeror and HTIO will become fractional shares of less than 1 share, and cash equivalent to the fractional shares is expected to be paid.

Worth reading
80Important
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Direction
Neutral
Direction inferred from the company’s description.
Scale
3204500
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors (meeting held on 9 October 2026)

Advance disclosure matters concerning the share consolidation

Decision9 October 2026
Implementation15 January 2027 (effective date, scheduled)
Going forwardAn extraordinary general meeting is scheduled to be held on 13 November 2026. The self-tender offer is scheduled to commence around mid-November 2026. The share consolidation is scheduled to take effect on 15 January 2027, an application for the court's permission to sell is expected to be filed around February 2027, the shares are expected to be sold to the tender offeror around March 2027, and the consideration is expected to be paid to shareholders around April 2027.
AmountDue to the treatment of fractional shares, cash equivalent to the number of shares held × ¥1,650 is expected to be paid.
Quantity / scaleConsolidation of 3,204,500 shares into 1 share; total number of authorized shares as of the effective date: 16
Reason

To limit the shareholders after the tender offer and the self-tender offer to SK-03株式会社 and HTIO and take the company's shares private.

Decision and Details
ItemDetails
Matter CoveredAdvance disclosure matters concerning the share consolidation
Decision-Making BodyBoard of Directors (meeting held on 9 October 2026)
Decision Date9 October 2026
Implementation Date15 January 2027 (effective date, scheduled)
AmountDue to the treatment of fractional shares, cash equivalent to the number of shares held × ¥1,650 is expected to be paid.
Quantity / scaleConsolidation of 3,204,500 shares into 1 share; total number of authorized shares as of the effective date: 16
ReasonTo limit the shareholders after the tender offer and the self-tender offer to SK-03株式会社 and HTIO and take the company's shares private.
Governing RuleArticles 180, 182-2, paragraph 1, 234, paragraph 2, and 235 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act
Related previous disclosures5 August 2026, “Notice Regarding the Expression of an Opinion in Favor of the Tender Offer for the Company's Shares by SK-03株式会社 and a Neutral Opinion Regarding Tendering”; 31 August 2026, “(Change) Notice Regarding Partial Changes to the ‘Notice Regarding the Expression of an Opinion in Favor of the Tender Offer for the Company's Shares by SK-03株式会社 and a Neutral Opinion Regarding Tendering’”; 18 September 2026, “Notice Regarding the Results of the Tender Offer for the Company's Shares by SK-03株式会社 and Changes in the Parent Company, Major Shareholders and Largest Major Shareholder”
Future plansAn extraordinary general meeting is scheduled to be held on 13 November 2026. The self-tender offer is scheduled to commence around mid-November 2026. The share consolidation is scheduled to take effect on 15 January 2027, an application for the court's permission to sell is expected to be filed around February 2027, the shares are expected to be sold to the tender offeror around March 2027, and the consideration is expected to be paid to shareholders around April 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.

To limit the shareholders after the tender offer and the self-tender offer to SK-03株式会社 and HTIO and take the company's shares private.

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