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
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.
| Item | Details |
|---|---|
| Matter Covered | Matters subject to prior disclosure relating to the share exchange |
| Decision-Making Body | The Company’s Board of Directors (which approved and adopted the proposals concerning the acquisition of these shares and this share exchange) |
| Decision Date | 19 May 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 1 July 2026 (scheduled; effective date of the share exchange) |
| Amount | Valuation 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 / scale | Share 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. |
| Governing Rule | Article 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 plans | On 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)
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.