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Statutory disclosure document4556KAINOS Laboratories,Inc.Pharmaceuticals

Statutory Prior Disclosure Document (Reverse Stock Split)

To make the company a wholly owned subsidiary following the tender offer and delist its shares, the company will consolidate 235,000 shares into 1 share. Shareholders whose holdings become less than 1 share as a result of the consolidation will, in principle, receive cash based on ¥2,285 per share, the same amount as the tender offer price.

Worth reading
85Important
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Direction
Neutral
Direction inferred from the company’s description.
Scale
235000
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors (resolution on 22 April 2026), subject to approval at an extraordinary general meeting of shareholders

Matters subject to prior disclosure concerning the share consolidation

Decision22 April 2026 (date of Board of Directors resolution)
Implementation15 June 2026 (effective date, scheduled)
Going forwardAn extraordinary general meeting of shareholders is scheduled to be held on 25 May 2026. The shares are scheduled to be delisted on 11 June 2026, 163,900 treasury shares are scheduled to be cancelled on 12 June 2026, and the share consolidation is scheduled to take effect on 15 June 2026. Around late June 2026, the company plans to apply to the court for permission to sell the shares corresponding to the fractional shares, sell those shares to Flowers株式会社 around late July 2026, and pay the sale proceeds to shareholders around late September 2026.
AmountTender offer price and basis for the amount payable for fractional shares: ¥2,285 per share
Quantity / scaleConsolidation of 235,000 shares into 1 share; authorized shares as of the effective date: 72 shares; 163,900 treasury shares scheduled to be cancelled on 12 June 2026
Reason

To make the Offeror and the shareholders who agreed not to tender their shares the only shareholders and take the company's shares private. The Offeror was unable to acquire all of the company's shares through the tender offer.

Decision and Details
ItemDetails
Matter CoveredMatters subject to prior disclosure concerning the share consolidation
Decision-Making BodyBoard of Directors (resolution on 22 April 2026), subject to approval at an extraordinary general meeting of shareholders
Decision Date22 April 2026 (date of Board of Directors resolution)
Implementation Date15 June 2026 (effective date, scheduled)
AmountTender offer price and basis for the amount payable for fractional shares: ¥2,285 per share
Quantity / scaleConsolidation of 235,000 shares into 1 share; authorized shares as of the effective date: 72 shares; 163,900 treasury shares scheduled to be cancelled on 12 June 2026
ReasonTo make the Offeror and the shareholders who agreed not to tender their shares the only shareholders and take the company's shares private. The Offeror was unable to acquire all of the company's shares through the tender offer.
Governing RuleArticle 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, paragraph 2, Article 235 and Article 234, paragraph 2 of the Companies Act
Related previous disclosures6 February 2026, “Notice Regarding the Company's Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Shares by Flowers株式会社”; 26 March 2026, “Notice Regarding the Results of the Tender Offer for the Company's Shares by Flowers株式会社 and Changes in Parent Company, Controlling Shareholder, and Major Shareholders”; 27 January 2026, “Summary of Financial Results for the Nine Months Ended 31 March 2026 [Japanese GAAP] (Non-consolidated)”
Future plansAn extraordinary general meeting of shareholders is scheduled to be held on 25 May 2026. The shares are scheduled to be delisted on 11 June 2026, 163,900 treasury shares are scheduled to be cancelled on 12 June 2026, and the share consolidation is scheduled to take effect on 15 June 2026. Around late June 2026, the company plans to apply to the court for permission to sell the shares corresponding to the fractional shares, sell those shares to Flowers株式会社 around late July 2026, and pay the sale proceeds to shareholders around late September 2026.
Items this document does not state (2)
Period CoveredImpact on Business Performance

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.

To make the Offeror and the shareholders who agreed not to tender their shares the only shareholders and take the company's shares private. The consolidation will be carried out at the Offeror's request because the Offeror was unable to acquire all of the shares through the tender offer.

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Statutory Prior Disclosure Document (Reverse Stock Split) | KAINOS Laboratories,Inc. (4556) timely disclosure | Komori