Worth reading
38Recurring
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
215951
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Details of issuance or disposal
Taking the Company private through a reverse stock split
発行・処分する株式数
Consolidation of 215,951 shares into 1 share
Intended allottee
Name ECM Master Fund SPV 3 / Number of Shares Not disclosed, Name Suntera (Cayman) Limited / Number of Shares Not disclosed, Name サントレード株式会社 / Number of Shares Not disclosed, Name Tanaka Hideaki (田中秀明) / Number of Shares Not disclosed, Name MIKIKO SUZUKI / Number of Shares Not disclosed, Name 株式会社エイチエーエス / Number of Shares Not disclosed, Name Tanaka Keiko (田中恵子) / Number of Shares Not disclosed, Name Tanaka Sayoko (田中佐世子) / Number of Shares Not disclosed, Name 公益財団法人ナインティナイン・アジア留学生奨学基金 / Number of Shares Not disclosed, Name Tsuda Kiyoko (津田希代子) / Number of Shares Not disclosed
Offering structure
Major shareholders after the offering
Name ECM Master Fund SPV 3 / Shareholding ratio Not disclosedName サントレード株式会社 / Shareholding ratio Not disclosedName MIKIKO SUZUKI / Shareholding ratio Not disclosedName Suntera (Cayman) Limited / Shareholding ratio Not disclosedName 株式会社エイチエーエス / Shareholding ratio Not disclosedName Tanaka Keiko (田中恵子) / Shareholding ratio Not disclosedName Tanaka Sayoko (田中佐世子) / Shareholding ratio Not disclosedName Tanaka Hideaki (田中秀明) / Shareholding ratio Not disclosedName 公益財団法人ナインティナイン・アジア留学生奨学基金 / Shareholding ratio Not disclosedName Tsuda Kiyoko (津田希代子) / Shareholding ratio Not disclosed
Stock Split RatioReverse stock split: 215,951 shares into 1 share. Effective date: 21 December 2026
Intended allottee's holding policy
Following the reverse stock split, only the remaining shareholders are expected to hold shares. The ECM Group's policy is, in principle, not to become directly involved in the Company's operations and to respect management's decisions.
Basis for determining the amount to be paid
The expected cash payment for fractional shares of ¥4,100 represents a 19.19% premium to the closing price of ¥3,440 on 10 September 2026, a 16.02% premium to the one-month average of ¥3,534, a 15.14% premium to the three-month average of ¥3,561, and a 13.29% premium to the six-month average of ¥3,619. It represents a 154.66% premium to the closing price of ¥1,610 on 5 August 2025.
Procedures under the Corporate Code of Conduct
A special committee comprising 5 independent outside directors and outside audit & supervisory board members was established, and an opinion letter was obtained on 10 September 2026. Independent advice was obtained from KPMG and Nishimura & Asahi.
Most recent equity financing
Timing 16 September 2025 to 13 November 2025 / Type First tender offer / Amount ¥4,100 per share, Timing 22 January 2026 to 6 March 2026 / Type Second tender offer / Amount ¥4,100 per share
Impact on Business Performance
Taking the Company private could reduce profitability and worsen cash flow in the short term due to upfront investments, while the Company expects to enhance corporate value over the medium to long term.
| Item | Details |
|---|---|
| Type of issuance or disposal | Taking the Company private through a reverse stock split |
| Number of shares to be issued or disposed of | Consolidation of 215,951 shares into 1 share |
| Intended allottee | Name ECM Master Fund SPV 3 / Number of Shares Not disclosed, Name Suntera (Cayman) Limited / Number of Shares Not disclosed, Name サントレード株式会社 / Number of Shares Not disclosed, Name Tanaka Hideaki (田中秀明) / Number of Shares Not disclosed, Name MIKIKO SUZUKI / Number of Shares Not disclosed, Name 株式会社エイチエーエス / Number of Shares Not disclosed, Name Tanaka Keiko (田中恵子) / Number of Shares Not disclosed, Name Tanaka Sayoko (田中佐世子) / Number of Shares Not disclosed, Name 公益財団法人ナインティナイン・アジア留学生奨学基金 / Number of Shares Not disclosed, Name Tsuda Kiyoko (津田希代子) / Number of Shares Not disclosed |
| Intended allottee's holding policy | Following the reverse stock split, only the remaining shareholders are expected to hold shares. The ECM Group's policy is, in principle, not to become directly involved in the Company's operations and to respect management's decisions. |
| Total number of issued shares | 21,595,144 shares → 100 shares |
| Basis for determining the amount to be paid | The expected cash payment for fractional shares of ¥4,100 represents a 19.19% premium to the closing price of ¥3,440 on 10 September 2026, a 16.02% premium to the one-month average of ¥3,534, a 15.14% premium to the three-month average of ¥3,561, and a 13.29% premium to the six-month average of ¥3,619. It represents a 154.66% premium to the closing price of ¥1,610 on 5 August 2025. |
| Stock Split Ratio | Reverse stock split: 215,951 shares into 1 share. Effective date: 21 December 2026 |
| Procedures under the Corporate Code of Conduct | A special committee comprising 5 independent outside directors and outside audit & supervisory board members was established, and an opinion letter was obtained on 10 September 2026. Independent advice was obtained from KPMG and Nishimura & Asahi. |
| Most recent equity financing | Timing 16 September 2025 to 13 November 2025 / Type First tender offer / Amount ¥4,100 per share, Timing 22 January 2026 to 6 March 2026 / Type Second tender offer / Amount ¥4,100 per share |
| Major shareholders after the offering | Name ECM Master Fund SPV 3 / Shareholding ratio Not disclosed, Name サントレード株式会社 / Shareholding ratio Not disclosed, Name MIKIKO SUZUKI / Shareholding ratio Not disclosed, Name Suntera (Cayman) Limited / Shareholding ratio Not disclosed, Name 株式会社エイチエーエス / Shareholding ratio Not disclosed, Name Tanaka Keiko (田中恵子) / Shareholding ratio Not disclosed, Name Tanaka Sayoko (田中佐世子) / Shareholding ratio Not disclosed, Name Tanaka Hideaki (田中秀明) / Shareholding ratio Not disclosed, Name 公益財団法人ナインティナイン・アジア留学生奨学基金 / Shareholding ratio Not disclosed, Name Tsuda Kiyoko (津田希代子) / Shareholding ratio Not disclosed |
| Impact on Business Performance | Taking the Company private could reduce profitability and worsen cash flow in the short term due to upfront investments, while the Company expects to enhance corporate value over the medium to long term. |
Items this document does not state (17)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotment
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 Company explains that taking the Company private will enable it to make agile decisions without being constrained by short-term stock market valuations, and will contribute to enhancing corporate value over the medium to long term by rapidly improving the competitiveness and productivity of its existing businesses, expanding into growth areas, reviewing its business portfolio, investing in digital capabilities and human resources, and strengthening its development and production systems. Other reasons include eliminating the uncertainty of maintaining its listing and reducing listing-related costs.
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