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Share Issuance and Disposal4413baudroie,inc.Information and Communications, Services and Others

Notice Concerning a Share Consolidation, the Abolition of the Provisions on the Number of Shares Constituting One Trading Unit, and Partial Amendments to the Articles of Incorporation

To make the Company a wholly owned subsidiary following the MBO, 3,124,872 common shares will be consolidated into 1 share, reducing the total number of issued shares to 10. In connection with this, the unit share system will be abolished, the Articles of Incorporation will be amended, including to change the total number of authorized shares to 40, and the Company is expected to be delisted on 6 January 2027.

Worth reading
30Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
3124872
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share consolidation, abolition of provisions on the unit share system, and partial amendment of the Articles of Incorporation

Terms of the stock acquisition rights
Number of Stock Acquisition Rights
9,291 share acquisition rights remaining as of today (underlying 1,018,800 Company shares)
Offering structure
Major shareholders after the offering
BCPE Neon Cayman L.P. (following the share consolidation, the Company is expected to have only this entity as its shareholder)
Stock Split RatioShare consolidation: 3,124,872 shares into 1 share; effective date: 8 January 2027 (予定)
Procedures under the Corporate Code of Conduct
Proposals for the share consolidation and partial amendment of the Articles of Incorporation will be submitted to the extraordinary general meeting of shareholders scheduled for 11 December 2026. A special committee comprising 3 independent outside directors was established, and an opinion letter stating that the transaction was fair to general shareholders was obtained on 18 August 2026.
Impact on Business Performance
The Company's shares are expected to be delisted in connection with the share consolidation.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare consolidation, abolition of provisions on the unit share system, and partial amendment of the Articles of Incorporation
Total number of issued shares31,335,253 shares before the effective date → 10 shares after the effective date
Number of Stock Acquisition Rights9,291 share acquisition rights remaining as of today (underlying 1,018,800 Company shares)
Stock Split RatioShare consolidation: 3,124,872 shares into 1 share; effective date: 8 January 2027 (予定)
Procedures under the Corporate Code of ConductProposals for the share consolidation and partial amendment of the Articles of Incorporation will be submitted to the extraordinary general meeting of shareholders scheduled for 11 December 2026. A special committee comprising 3 independent outside directors was established, and an opinion letter stating that the transaction was fair to general shareholders was obtained on 18 August 2026.
Major shareholders after the offeringBCPE Neon Cayman L.P. (following the share consolidation, the Company is expected to have only this entity as its shareholder)
Impact on Business PerformanceThe Company's shares are expected to be delisted in connection with the share consolidation.
Items this document does not state (21)
Number of shares to be issued or disposed ofIssue 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 restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financing

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.

Because the Tender Offeror was unable to acquire all of the Company's shares through the Tender Offer and the Parallel Purchase, the purpose is to make the Tender Offeror the Company's sole shareholder and take the Company's shares private. The unit share system will be abolished because, following the share consolidation, the total number of issued shares will be 10, eliminating the need to specify a unit share count.

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 Concerning a Share Consolidation, the Abolition of the Provisions on the Number of Shares Constituting One Trading Unit, and Partial Amendments to the Articles of Incorporation | baudroie,inc. (4413) timely disclosure | Komori