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M&A and Subsidiary Changes4659AJIS CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Results of the Tender Offer for Shares of 株式会社エイジス (Securities Code: 4659) by 有限会社斉藤ホールディングス

The tender offer was successful, and 有限会社斉藤ホールディングス will acquire 4,984,891 shares of 株式会社エイジス. The tender offeror's voting rights ownership ratio will increase from 22.31% to 81.37%, and it plans to proceed with making エイジス a wholly owned subsidiary and delisting its shares.

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Improvement
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4984891
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This transaction

This tender offer
Counterparty有限会社斉藤ホールディングス
Disclosing companyAJIS CO.,LTD.
株式会社エイジスVoting rights ownership percentageNumber of shares acquired 4,984,891 shares; number of voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date13 April 2026 (settlement commencement date)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥4,450 per common share
Minimum number of shares to be purchased2,716,600 shares
Tender offer period20 February 2026 to 6 April 2026 (30 business days)
Procedures and assumptions
Management structure after acquisitionThe tender offeror plans to implement a series of procedures to make the target company a wholly owned subsidiary. If these procedures are implemented, the target company's shares are expected to be delisted. Other future procedures will be determined in consultation with the target company and announced once decided.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty name有限会社斉藤ホールディングス
Name of the Subject Company株式会社エイジス
Type of ConsiderationCash
Tender offer price¥4,450 per common share
Minimum number of shares to be purchased2,716,600 shares
Tender offer period20 February 2026 to 6 April 2026 (30 business days)
Number of shares acquired4,984,891 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 22.31% → after 81.37%
Execution Date / Effective Date13 April 2026 (settlement commencement date)
Management structure after acquisitionThe tender offeror plans to implement a series of procedures to make the target company a wholly owned subsidiary. If these procedures are implemented, the target company's shares are expected to be delisted. Other future procedures will be determined in consultation with the target company and announced once decided.
Items this document does not state (21)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 tender offeror plans to implement a series of procedures to make the target company a wholly owned subsidiary.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Results of the Tender Offer for Shares of 株式会社エイジス (Securities Code: 4659) by 有限会社斉藤ホールディングス | AJIS CO.,LTD. (4659) timely disclosure | Komori