Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
1015984
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Decision and Details
Board of Directors (resolution on 27 April 2026); scheduled to be submitted to an extraordinary general meeting of shareholdersAdvance disclosure matters concerning the share consolidation
Decision27 April 2026 (date of the Board of Directors resolution)
Implementation23 June 2026 (scheduled effective date)
Going forwardAn extraordinary general meeting of shareholders is scheduled for 2 June 2026; delisting is scheduled for 19 June 2026; treasury shares are scheduled to be cancelled on 22 June 2026; the share consolidation is scheduled to take effect on 23 June 2026; an application for the court's permission to sell the fractional shares is expected to be filed in early July 2026, the fractional shares are expected to be sold to the tender offeror in early August 2026, and the proceeds are expected to be paid to shareholders around mid-September 2026
AmountTender offer price and cash payment for fractional shares: ¥4,450 per share
Quantity / scaleThe Company's 1,015,984 shares will be consolidated into 1 share; the total number of authorized shares as of the effective date will be 28; 2,331,253 treasury shares are scheduled to be cancelled on 22 June 2026
Reason
To make the tender offeror and Saito Akio (齋藤昭生) the only shareholders and convert the Company into a wholly owned subsidiary and take it private
Impact on Business Performance
Although the measure is expected to reduce listing maintenance costs and management burdens, the disclosure states that profit levels and cash flow are likely to deteriorate in the short term as the initiatives are implemented
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | Board of Directors (resolution on 27 April 2026); scheduled to be submitted to an extraordinary general meeting of shareholders |
| Decision Date | 27 April 2026 (date of the Board of Directors resolution) |
| Implementation Date | 23 June 2026 (scheduled effective date) |
| Amount | Tender offer price and cash payment for fractional shares: ¥4,450 per share |
| Quantity / scale | The Company's 1,015,984 shares will be consolidated into 1 share; the total number of authorized shares as of the effective date will be 28; 2,331,253 treasury shares are scheduled to be cancelled on 22 June 2026 |
| Impact on Business Performance | Although the measure is expected to reduce listing maintenance costs and management burdens, the disclosure states that profit levels and cash flow are likely to deteriorate in the short term as the initiatives are implemented |
| Reason | To make the tender offeror and Saito Akio (齋藤昭生) the only shareholders and convert the Company into a wholly owned subsidiary and take it private |
| Governing Rule | Article 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 disclosures | 19 February 2026, “Notice of Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Shares by 有限会社斉藤ホールディングス”; 7 April 2026, “Notice of the Results of the Tender Offer for the Company's Shares by 有限会社斉藤ホールディングス and Change in Parent Company”; 19 February 2026, “Notice of Revision to the Dividend Forecast for the Fiscal Year Ending March 2026 (No Dividend) and Discontinuation of the Shareholder Benefit Program” |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 2 June 2026; delisting is scheduled for 19 June 2026; treasury shares are scheduled to be cancelled on 22 June 2026; the share consolidation is scheduled to take effect on 23 June 2026; an application for the court's permission to sell the fractional shares is expected to be filed in early July 2026, the fractional shares are expected to be sold to the tender offeror in early August 2026, and the proceeds are expected to be paid to shareholders around mid-September 2026 |
Items this document does not state (1)
Period Covered
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 tender offeror and Saito Akio (齋藤昭生) the only shareholders and convert the Company into a wholly owned subsidiary and take it private. The Company also cites reducing listing maintenance costs and management burdens and concentrating management resources on long-term initiatives.
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