Worth reading
30Immaterial
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
28000000
Share consolidation into 1 share for every [unspecified number] sharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation
発行・処分する株式数
Consolidation of 1 common share for every 28,000,000 common shares
Terms of the stock acquisition rights
Number of Stock Acquisition Rights
Details are provided for 11 types of stock acquisition rights. The total number issued and the total number outstanding and unexercised are Not disclosed
Reason for acquisition without consideration
The Company plans to acquire without consideration the 17,130 restricted shares granted to its directors by 1 June 2026
Stock Split RatioShare consolidation ratio: 1 common share for every 28,000,000 common shares. Effective date: 2 June 2026 (予定)
Categories and Number of Persons Covered
17,130 restricted shares granted to directors
Procedures under the Corporate Code of Conduct
An independent special committee consisting of 3 independent outside directors was established and an opinion was obtained. Valuation reports were obtained from the independent third-party valuation firms KPMG and Plutus Consulting. All 6 directors with no conflicts of interest approved the transaction. The tender offer set a minimum number of shares to be purchased exceeding a majority-of-the-minority threshold
Most recent equity financing
5 December 2025: Issuance of 67,700 new shares as post-delivery restricted stock compensation, 5 December 2025: Issuance of 9,400 new shares as restricted stock compensation
Impact on Business Performance
The Company is expected to be delisted on 29 May 2026 in connection with the share consolidation. The Company states that taking the shares private will reduce listing maintenance costs and the management burden, enabling management resources to be concentrated on business growth.
| Item | Details |
|---|---|
| Type of issuance or disposal | Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation |
| Number of shares to be issued or disposed of | Consolidation of 1 common share for every 28,000,000 common shares |
| Total number of issued shares | 59,584,826 shares before the effective date → 2 shares after the effective date |
| Number of Stock Acquisition Rights | Details are provided for 11 types of stock acquisition rights. The total number issued and the total number outstanding and unexercised are Not disclosed |
| Reason for acquisition without consideration | The Company plans to acquire without consideration the 17,130 restricted shares granted to its directors by 1 June 2026 |
| Categories and Number of Persons Covered | 17,130 restricted shares granted to directors |
| Stock Split Ratio | Share consolidation ratio: 1 common share for every 28,000,000 common shares. Effective date: 2 June 2026 (予定) |
| Procedures under the Corporate Code of Conduct | An independent special committee consisting of 3 independent outside directors was established and an opinion was obtained. Valuation reports were obtained from the independent third-party valuation firms KPMG and Plutus Consulting. All 6 directors with no conflicts of interest approved the transaction. The tender offer set a minimum number of shares to be purchased exceeding a majority-of-the-minority threshold |
| Most recent equity financing | 5 December 2025: Issuance of 67,700 new shares as post-delivery restricted stock compensation, 5 December 2025: Issuance of 9,400 new shares as restricted stock compensation |
| Impact on Business Performance | The Company is expected to be delisted on 29 May 2026 in connection with the share consolidation. The Company states that taking the shares private will reduce listing maintenance costs and the management burden, enabling management resources to be concentrated on business growth. |
Items this document does not state (18)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateBasis for determining the amount to be paidExercise priceExercise periodTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMajor shareholders after the offering
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 purpose is to make the tender offeror the sole shareholder and take the Company's shares private. The Company states that taking the shares private will enable agile and flexible decision-making without being constrained by stock market valuations, facilitate long-term efforts in M&A, investment in existing businesses and the strengthening of new businesses, and reduce the costs of maintaining the listing and the management burden.
How to read this page
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