Decision and Details
Board of Directors (meeting held on 11 September 2026) and Extraordinary General Meeting of Shareholders (scheduled)Prior disclosure matters concerning the share consolidation (the share consolidation)
To make the remaining shareholders the only shareholders of the company and take the company private. To enable flexible decision-making without being constrained by short-term market valuations and swiftly implement measures to enhance corporate value.
The purchase price for the fractional shares is expected to be paid from cash and deposits on hand, with no external borrowing or adjustment to the distributable amount expected to be necessary. The company stated that upfront investments associated with going private could temporarily reduce profitability and worsen cash flow.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure matters concerning the share consolidation (the share consolidation) |
| Decision-Making Body | Board of Directors (meeting held on 11 September 2026) and Extraordinary General Meeting of Shareholders (scheduled) |
| Decision Date | 11 September 2026 (date of Board of Directors' resolution) |
| Implementation Date | Scheduled to take effect on Monday, 21 December 2026 (subject to approval at the Extraordinary General Meeting of Shareholders) |
| Period Covered | From the effective date of 21 December 2026 until completion of the fractional-share settlement and going-private procedures |
| Amount | ¥4,100 per share (expected amount payable for fractional shares) |
| Quantity / scale | Consolidation of 215,951 shares into 1 share; total number of authorized shares on the effective date: 400; shares owned by shareholders expected to agree to the transaction: 15,763,701, representing 73.00%; 679,544 treasury shares scheduled for cancellation on 18 December 2026 |
| Impact on Business Performance | The purchase price for the fractional shares is expected to be paid from cash and deposits on hand, with no external borrowing or adjustment to the distributable amount expected to be necessary. The company stated that upfront investments associated with going private could temporarily reduce profitability and worsen cash flow. |
| Reason | To make the remaining shareholders the only shareholders of the company and take the company private. To enable flexible decision-making without being constrained by short-term market valuations and swiftly implement measures to enhance corporate value. |
| Governing Rule | Article 182-2, paragraph 1; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, paragraph 2; Articles 234, paragraphs 2 and 4; and Article 235 of the Companies Act |
| Related previous disclosures | Notice dated 11 September 2026 regarding the share consolidation, abolition of the provisions concerning the number of shares constituting one unit, partial amendments to the Articles of Incorporation, and setting of the record date for convening an Extraordinary General Meeting of Shareholders; statement of opinion regarding the tender offer dated 17 February 2026; notice dated 25 September 2025 regarding the statement of opinion opposing the tender offer for the company’s shares by ECM Master Fund SPV 3 |
| Future plans | Extraordinary General Meeting of Shareholders scheduled for 26 November 2026; delisting scheduled for 17 December 2026; treasury shares scheduled for cancellation on 18 December 2026; share consolidation scheduled to take effect on 21 December 2026; application to the court for permission to purchase the fractional shares scheduled for early January 2027; purchase of the fractional shares targeted for early February 2027; payment of the fractional-share settlement amount to shareholders targeted for late March 2027 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To make the remaining shareholders the only shareholders of the company and take the company private. Going private will enable flexible decision-making without being constrained by short-term evaluations from the stock market, allowing the company to swiftly improve the competitiveness of its existing businesses, expand into growth areas, and strengthen its investment and development and production capabilities.