Results of the Tender Offer for the Company's Shares by Flowers株式会社 and Changes in the Parent Company, Largest Shareholder Among the Major Shareholders, and Major Shareholders
KAINOS Laboratories,Inc., Flowers株式会社, Denka Company Limited, Asahi Kasei Pharma Corporation, and Sugiyama Akiko (杉山晶子)
Common shares of KAINOS Laboratories,Inc.
The number of shares tendered reached at least the minimum tender offer threshold, resulting in the successful completion of the tender offer.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Flowers株式会社: 0 voting rights and no ownership interest. Denka Company Limited: 0 voting rights and no ownership interest. Asahi Kasei Pharma Corporation: 9,400 voting rights (21.13%, 940,000 shares), ranked first. Sugiyama Akiko (杉山晶子): 4,450 voting rights (10.00%, 445,000 shares), ranked second. The reference date is primarily before the changes scheduled for 31 March 2026.
Flowers株式会社: 32,239 voting rights (72.46%, 3,223,919 shares), ranked first. Denka Company Limited: 32,239 voting rights subject to aggregation (72.46%, 3,223,919 shares). Asahi Kasei Pharma Corporation: 9,400 voting rights (21.13%, 940,000 shares), ranked second. Sugiyama Akiko (杉山晶子): Not applicable. The changes are scheduled for 31 March 2026.
Related procedures
Tender offer and related settlement procedures
Tokyo Stock Exchange, Inc.; relevant authorities under the Financial Instruments and Exchange Act
The tender offeror plans to undertake a series of procedures to establish a shareholder structure comprising the tender offeror and Asahi Kasei Pharma Corporation. If these procedures are implemented, KAINOS shares are expected to be delisted from the Standard Market of the Tokyo Stock Exchange. The specific procedures and implementation dates will be announced promptly once determined following discussions with the tender offeror.
The Company plans to announce promptly, once determined, the specific procedures to be undertaken and their implementation dates.
| Item | Details |
|---|---|
| Event name | Results of the Tender Offer for the Company's Shares by Flowers株式会社 and Changes in the Parent Company, Largest Shareholder Among the Major Shareholders, and Major Shareholders |
| Date of occurrence | 25 March 2026 (tender offer closing date) and 31 March 2026 (settlement commencement date and scheduled date of the changes) |
| Date recognized / date notice received | 26 March 2026 (the date on which the Company received a report on the tender offer results from the tender offeror) |
| Subject Entity | KAINOS Laboratories,Inc., Flowers株式会社, Denka Company Limited, Asahi Kasei Pharma Corporation, and Sugiyama Akiko (杉山晶子) |
| Target Locations / Products | Common shares of KAINOS Laboratories,Inc. |
| Cause | The number of shares tendered reached at least the minimum tender offer threshold, resulting in the successful completion of the tender offer. |
| Type of litigation or proceeding | Tender offer and related settlement procedures |
| Court or authority | Tokyo Stock Exchange, Inc.; relevant authorities under the Financial Instruments and Exchange Act |
| Voting rights ownership percentage before the change | Flowers株式会社: 0 voting rights and no ownership interest. Denka Company Limited: 0 voting rights and no ownership interest. Asahi Kasei Pharma Corporation: 9,400 voting rights (21.13%, 940,000 shares), ranked first. Sugiyama Akiko (杉山晶子): 4,450 voting rights (10.00%, 445,000 shares), ranked second. The reference date is primarily before the changes scheduled for 31 March 2026. |
| Voting rights ownership percentage after the change | Flowers株式会社: 32,239 voting rights (72.46%, 3,223,919 shares), ranked first. Denka Company Limited: 32,239 voting rights subject to aggregation (72.46%, 3,223,919 shares). Asahi Kasei Pharma Corporation: 9,400 voting rights (21.13%, 940,000 shares), ranked second. Sugiyama Akiko (杉山晶子): Not applicable. The changes are scheduled for 31 March 2026. |
| Outlook | The tender offeror plans to undertake a series of procedures to establish a shareholder structure comprising the tender offeror and Asahi Kasei Pharma Corporation. If these procedures are implemented, KAINOS shares are expected to be delisted from the Standard Market of the Tokyo Stock Exchange. The specific procedures and implementation dates will be announced promptly once determined following discussions with the tender offeror. |
| Planned follow-up disclosure | The Company plans to announce promptly, once determined, the specific procedures to be undertaken and their implementation dates. |
Items this document does not state (13)
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 number of shares tendered reached at least the minimum tender offer threshold of 1,990,000 shares, resulting in the successful completion of the tender offer.