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Statutory disclosure document4444INFONET GROUP inc.Information and Communications, Services and Others

Statutory Advance Disclosure Document (Share Exchange) (Active Retech Co., Ltd.)

インフォネット has entered into a share exchange agreement to acquire all issued shares of 株式会社アクティブリテック and make it a wholly owned subsidiary. The effective date is scheduled for 1 July 2026, and shareholders of 株式会社アクティブリテック are expected to receive 399.7 common shares of インフォネット for each 株式会社アクティブリテック share.

Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
419685
インフォネット common shares to be issued
Wording
Conditional
How definitive the wording is.

Decision and Details

The Company’s Board of Directors (which approved and adopted the proposals concerning the acquisition of these shares and this share exchange)

Matters subject to prior disclosure relating to the share exchange

Decision19 May 2026 (date of execution of the share exchange agreement)
Implementation1 July 2026 (scheduled; effective date of the share exchange)
Going forwardOn 19 June 2026, 150 of the 1,200 issued shares of 株式会社アクティブリテック are scheduled to be acquired; all outstanding stock acquisition rights issued by 株式会社アクティブリテック are scheduled to be cancelled by the effective date; the share exchange is scheduled to become effective on 1 July 2026; approval at the shareholders’ meetings of both companies is scheduled to be obtained by the day before the effective date
AmountValuation range for 株式会社アクティブリテック shares: ¥326,941,379–¥422,518,831; adopted value of 株式会社アクティブリテック shares: ¥333,349.8 per share; adopted value of インフォネット shares: ¥834 per share
Quantity / scaleShare exchange ratio: 399.7 common shares of インフォネット for each common share of 株式会社アクティブリテック; scheduled number of shares to be issued: 419,685 common shares of インフォネット; issued shares of 株式会社アクティブリテック: 1,200 shares
Reason

After comprehensively considering the valuation results prepared by the independent valuation institution, the results of due diligence, and 株式会社アクティブリテック’s financial condition and future outlook, among other factors, the parties determined that the share exchange ratio would serve the interests of the respective shareholders.

Decision and Details
ItemDetails
Matter CoveredMatters subject to prior disclosure relating to the share exchange
Decision-Making BodyThe Company’s Board of Directors (which approved and adopted the proposals concerning the acquisition of these shares and this share exchange)
Decision Date19 May 2026 (date of execution of the share exchange agreement)
Implementation Date1 July 2026 (scheduled; effective date of the share exchange)
AmountValuation range for 株式会社アクティブリテック shares: ¥326,941,379–¥422,518,831; adopted value of 株式会社アクティブリテック shares: ¥333,349.8 per share; adopted value of インフォネット shares: ¥834 per share
Quantity / scaleShare exchange ratio: 399.7 common shares of インフォネット for each common share of 株式会社アクティブリテック; scheduled number of shares to be issued: 419,685 common shares of インフォネット; issued shares of 株式会社アクティブリテック: 1,200 shares
ReasonAfter comprehensively considering the valuation results prepared by the independent valuation institution, the results of due diligence, and 株式会社アクティブリテック’s financial condition and future outlook, among other factors, the parties determined that the share exchange ratio would serve the interests of the respective shareholders.
Governing RuleArticle 794, paragraph 1, Article 193 of the Ordinance for Enforcement of the Companies Act, Article 768, paragraph 1, and Article 234 of the Companies Act, and Article 39 of the Ordinance on Company Accounting
Future plansOn 19 June 2026, 150 of the 1,200 issued shares of 株式会社アクティブリテック are scheduled to be acquired; all outstanding stock acquisition rights issued by 株式会社アクティブリテック are scheduled to be cancelled by the effective date; the share exchange is scheduled to become effective on 1 July 2026; approval at the shareholders’ meetings of both companies is scheduled to be obtained by the day before the effective date
Items this document does not state (3)
Period CoveredImpact on Business PerformanceRelated previous disclosures

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.

After comprehensively considering the valuation results prepared by the independent valuation institution, the results of due diligence, and 株式会社アクティブリテック’s financial condition and future outlook, the parties determined that the share exchange ratio would serve the interests of the shareholders of both companies.

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Statutory Advance Disclosure Document (Share Exchange) (Active Retech Co., Ltd.) | INFONET GROUP inc. (4444) timely disclosure | Komori