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Occurring Fact4634artience Co.,Ltd.Materials and Chemicals

Notice of the Expected Change in Major Shareholders, the Largest Major Shareholder and Other Affiliated Company

TOPPAN Holdings has entered into an agreement to tender all of its artience shares in artience's tender offer for treasury shares. If the tender offer is completed, TOPPAN Holdings is expected to cease to be a major shareholder, the largest major shareholder and an other affiliated company.

Worth reading
40Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
10446988
Shares (the shares intended for sale held by TOPPAN Holdings)
Wording
Avoiding a definitive answer
How definitive the wording is.

Expected change in major shareholders, the largest major shareholder and other affiliated company

Subject Entity

TOPPAN Holdings Co., Ltd. (shareholder subject to the change), artience Co., Ltd. (company conducting the tender offer for treasury shares)

Occurrence7 January 2027 (expected change date; settlement commencement date for the tender offer)
Awareness or receipt of notice13 November 2026 (date of board resolution and tender agreement)
This disclosure11/13/2026
Cause

Because an agreement was entered into to tender all artience common shares owned by TOPPAN Holdings in artience's tender offer for treasury shares. artience explained that the tender offer is being conducted from the perspective of improving the capital efficiency of both companies.

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.

Voting rights ownership percentage before the change

104,469 voting rights (10,446,988 shares), 22.34%, No. 1. Calculated based on total voting rights of 467,656 as of 30 June 2026.

Voting rights ownership percentage after the change

The number of voting rights, number of shares held and ownership percentage are all shown as "–" in the table.

Impact on Earnings Forecast

There is no impact on the company's performance (the disclosure regarding revisions to the earnings forecasts is Not disclosed).

Outlook

After the tender offer, the TOPPAN Group and the artience Group intend to maintain and develop their cooperative relationship as independent business partners, without relying on shareholdings and based on the competitiveness of their products and services and the synergies from collaboration. artience also plans to sell its 12,984,524 TOPPAN Holdings shares in phases during the fiscal years ending December 2026 and December 2027, with the sale of 7,000,000 shares expected to be completed first during the fiscal year ending December 2026.

Event that occurred
ItemDetails
Event nameExpected change in major shareholders, the largest major shareholder and other affiliated company
Date of occurrence7 January 2027 (expected change date; settlement commencement date for the tender offer)
Date recognized / date notice received13 November 2026 (date of board resolution and tender agreement)
Subject EntityTOPPAN Holdings Co., Ltd. (shareholder subject to the change), artience Co., Ltd. (company conducting the tender offer for treasury shares)
CauseBecause an agreement was entered into to tender all artience common shares owned by TOPPAN Holdings in artience's tender offer for treasury shares. artience explained that the tender offer is being conducted from the perspective of improving the capital efficiency of both companies.
Impact on Earnings ForecastThere is no impact on the company's performance (the disclosure regarding revisions to the earnings forecasts is Not disclosed).
Voting rights ownership percentage before the change104,469 voting rights (10,446,988 shares), 22.34%, No. 1. Calculated based on total voting rights of 467,656 as of 30 June 2026.
Voting rights ownership percentage after the changeThe number of voting rights, number of shares held and ownership percentage are all shown as "–" in the table.
OutlookAfter the tender offer, the TOPPAN Group and the artience Group intend to maintain and develop their cooperative relationship as independent business partners, without relying on shareholdings and based on the competitiveness of their products and services and the synergies from collaboration. artience also plans to sell its 12,984,524 TOPPAN Holdings shares in phases during the fiscal years ending December 2026 and December 2027, with the sale of 7,000,000 shares expected to be completed first during the fiscal year ending December 2026.
Items this document does not state (16)
Target Locations / ProductsAmount of Impact on Business PerformanceAccounting period in which recognizedType of litigation or proceedingCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liabilityPlanned follow-up disclosure

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.

artience explained that the tender offer is being conducted from the perspective of improving the capital efficiency of artience and TOPPAN Holdings.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of the Expected Change in Major Shareholders, the Largest Major Shareholder and Other Affiliated Company | artience Co.,Ltd. (4634) timely disclosure | Komori