Worth reading
85Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
28000000
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Decision and Details
Board of Directors (held on 14 April 2026; written resolution under Article 370 of the Companies Act), and to be submitted to the extraordinary shareholders meeting scheduled for 12 May 2026Advance disclosure matters concerning the share consolidation
Decision14 April 2026
Period CoveredOn or after 2 June 2026 (effective date of the share consolidation)
Implementation2 June 2026 (scheduled effective date)
Going forwardExtraordinary shareholders meeting scheduled for 12 May 2026; delisting scheduled for 29 May 2026; application to the court for permission to sell the fractional shares targeted for early June 2026; sale to R1株式会社 targeted for late June 2026; payment of the sale proceeds to shareholders targeted for late August 2026
AmountThe sale proceeds for the fractional shares are expected to equal the number of shares held as of 1 June 2026 multiplied by ¥1,900, the same amount as the tender offer price.
Quantity / scaleThe Company's 28,000,000 shares will be consolidated into 1 share; the total number of authorized shares as of the effective date will be 6 shares; 1,403,466 treasury shares are scheduled to be canceled on 1 June 2026.
Reason
To make the shares held by shareholders other than the tender offeror fractional shares of less than 1 share, thereby making the tender offeror the Company's sole shareholder and taking the Company's shares private.
Impact on Business Performance
The Company explains that taking the shares private will reduce costs associated with maintaining the listing and enable management resources to be concentrated on business growth. At the same time, it states that M&A and investments in new businesses may temporarily slow profit growth and worsen cash flow.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | Board of Directors (held on 14 April 2026; written resolution under Article 370 of the Companies Act), and to be submitted to the extraordinary shareholders meeting scheduled for 12 May 2026 |
| Decision Date | 14 April 2026 |
| Implementation Date | 2 June 2026 (scheduled effective date) |
| Period Covered | On or after 2 June 2026 (effective date of the share consolidation) |
| Amount | The sale proceeds for the fractional shares are expected to equal the number of shares held as of 1 June 2026 multiplied by ¥1,900, the same amount as the tender offer price. |
| Quantity / scale | The Company's 28,000,000 shares will be consolidated into 1 share; the total number of authorized shares as of the effective date will be 6 shares; 1,403,466 treasury shares are scheduled to be canceled on 1 June 2026. |
| Impact on Business Performance | The Company explains that taking the shares private will reduce costs associated with maintaining the listing and enable management resources to be concentrated on business growth. At the same time, it states that M&A and investments in new businesses may temporarily slow profit growth and worsen cash flow. |
| Reason | To make the shares held by shareholders other than the tender offeror fractional shares of less than 1 share, thereby making the tender offeror the Company's sole shareholder and taking the Company's shares private. |
| Governing Rule | Articles 180, paragraph 2; 182-2, paragraph 1; 234, paragraph 2; 235; and 370 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | “Notice Concerning the Implementation of an MBO and Recommendation to Tender” dated 11 December 2025; “(Change) Partial Changes to the ‘Notice Concerning the Implementation of an MBO and Recommendation to Tender’” dated 4 February, 19 February and 25 February 2026; “Notice Concerning the Results of the Tender Offer for the Company's Share Certificates, etc. by R1株式会社 and Changes in the Parent Company, Major Shareholder and Largest Shareholder among Major Shareholders, and Major Shareholders” dated 11 March 2026; “Notice Concerning the Revision of the Dividend Forecast for the Fiscal Year Ending July 2026 (No Dividend)” dated 11 December 2025 |
| Future plans | Extraordinary shareholders meeting scheduled for 12 May 2026; delisting scheduled for 29 May 2026; application to the court for permission to sell the fractional shares targeted for early June 2026; sale to R1株式会社 targeted for late June 2026; payment of the sale proceeds to shareholders targeted for late August 2026 |
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 Company's sole shareholder and take the Company's shares private because the tender offeror was unable to acquire all of the shares through the tender offer. The Company also cites the ability to pursue M&A and new businesses from a long-term perspective, accelerate decision-making and concentrate management resources as reasons for taking the Company private.
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.