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Share Issuance and Disposal4800Oricon Inc.Information and Communications, Services and Others

Notice of Convening an Extraordinary General Meeting of Shareholders Concerning Share Consolidation, Abolition of Provisions on Share Unit Size, Partial Amendments to the Articles of Incorporation, and Reductions in Stated Capital and Capital Reserve

To facilitate the conversion into a wholly owned subsidiary following the tender offer, the Company will submit to an extraordinary general meeting of shareholders a proposal to consolidate its common shares at a ratio of 3,333,576 shares to 1 share and abolish the provisions on the number of shares per unit. In addition, subject to the share consolidation taking effect, the Company plans to reduce the amounts of stated capital and capital reserves.

Worth reading
31Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
3333576
Share consolidation into 1 share for every [unspecified number] shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share Consolidation

Basis for determining the amount to be paid
Cash to be paid for fractional shares will be based on ¥1,370 per share. The disclosure states that the tender offer price before the change to the tender offer terms was determined based on the market share price, share valuation report and other factors.
Procedures under the Corporate Code of Conduct
The Company established an independent special committee and obtained a share valuation report from an independent third-party valuation institution. The board of directors deliberated and adopted resolutions based on the special committee's recommendations.
Impact on Business Performance
No specific impact on earnings is stated for expenses and other costs associated with the share consolidation and going private.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare Consolidation
Total number of issued shares13,014,075 shares → Per share
Basis for determining the amount to be paidCash to be paid for fractional shares will be based on ¥1,370 per share. The disclosure states that the tender offer price before the change to the tender offer terms was determined based on the market share price, share valuation report and other factors.
Procedures under the Corporate Code of ConductThe Company established an independent special committee and obtained a share valuation report from an independent third-party valuation institution. The board of directors deliberated and adopted resolutions based on the special committee's recommendations.
Impact on Business PerformanceNo specific impact on earnings is stated for expenses and other costs associated with the share consolidation and going private.
Items this document does not state (23)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 will acquire all of the Company's shares, converting the Company into a wholly owned subsidiary. Shareholders whose holdings represent less than 1 share after the share consolidation are expected to receive cash based on ¥1,370 per share.

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 Convening an Extraordinary General Meeting of Shareholders Concerning Share Consolidation, Abolition of Provisions on Share Unit Size, Partial Amendments to the Articles of Incorporation, and Reductions in Stated Capital and Capital Reserve | Oricon Inc. (4800) timely disclosure | Komori