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Statutory disclosure document4800Oricon Inc.Information and Communications, Services and Others

Statutory Prior Disclosure Document (Reverse Stock Split)

オリコン decided to submit to an extraordinary general meeting of shareholders a proposal to consolidate 2,333,576 common shares into 1 share in order to become a wholly owned subsidiary of メディア株式会社 and go private. If approved, the consolidation is scheduled to take effect on 30 September 2026, and existing shareholders are expected to receive cash equivalent to ¥1,370 per share as consideration for their fractional shares.

Worth reading
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Scored from 0 of 6 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
2333576
Shares (consolidated into 1 share)
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors meeting held on 7 August 2026 (submission of the share consolidation proposal to an extraordinary general meeting of shareholders)

Prior disclosure document concerning the share consolidation

Decision7 August 2026
Period CoveredFrom 30 September 2026 onward (effect of the share consolidation)
Implementation30 September 2026 (scheduled effective date)
Going forwardAn extraordinary general meeting of shareholders is scheduled for 7 September 2026. The Company is scheduled to be delisted on 28 September 2026, cancel its treasury shares on 29 September, and effect the share consolidation on 30 September. Around early October 2026, the Company plans to apply to the court for permission to sell the fractional shares, sell them around late October, and distribute the sale proceeds to shareholders around mid-December.
AmountThe sale price for fractional shares is expected to be equivalent to ¥1,370 per share. The tender offer price was ¥1,370.
Quantity / scale2,333,576 common shares will be consolidated into 1 share. The total number of authorized shares as of the effective date will be 20. The Company plans to cancel 2,109,125 treasury shares on 29 September 2026.
Reason

To limit the shareholders to the tender offeror, リトルポンド and HTIO, and take the Company private as a wholly owned subsidiary of the tender offeror.

Impact on Business Performance

The impact of the share consolidation itself on business results is not disclosed. The document states that taking the Company private will reduce costs such as the costs of maintaining its listing.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure document concerning the share consolidation
Decision-Making BodyBoard of Directors meeting held on 7 August 2026 (submission of the share consolidation proposal to an extraordinary general meeting of shareholders)
Decision Date7 August 2026
Implementation Date30 September 2026 (scheduled effective date)
Period CoveredFrom 30 September 2026 onward (effect of the share consolidation)
AmountThe sale price for fractional shares is expected to be equivalent to ¥1,370 per share. The tender offer price was ¥1,370.
Quantity / scale2,333,576 common shares will be consolidated into 1 share. The total number of authorized shares as of the effective date will be 20. The Company plans to cancel 2,109,125 treasury shares on 29 September 2026.
Impact on Business PerformanceThe impact of the share consolidation itself on business results is not disclosed. The document states that taking the Company private will reduce costs such as the costs of maintaining its listing.
ReasonTo limit the shareholders to the tender offeror, リトルポンド and HTIO, and take the Company private as a wholly owned subsidiary of the tender offeror.
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 234, Paragraph 2 and Article 235 of the Companies Act
Related previous disclosures"Notice Concerning the Implementation of an MBO and Recommendation to Tender Shares" dated 28 May 2026; "Notice Concerning Changes to Certain Details of the 'Notice Concerning the Implementation of an MBO and Recommendation to Tender Shares'" dated 30 June 2026; "Notice Concerning the Results of the Tender Offer for the Company's Shares by メディア株式会社 and Changes in Major Shareholders and Other Affiliated Companies" dated 15 July 2026
Future plansAn extraordinary general meeting of shareholders is scheduled for 7 September 2026. The Company is scheduled to be delisted on 28 September 2026, cancel its treasury shares on 29 September, and effect the share consolidation on 30 September. Around early October 2026, the Company plans to apply to the court for permission to sell the fractional shares, sell them around late October, and distribute the sale proceeds to shareholders around mid-December.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To take the Company's shares private and make the Company a wholly owned subsidiary of メディア株式会社 as the second step of the acquisition following the tender offer.

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.
Statutory Prior Disclosure Document (Reverse Stock Split) | Oricon Inc. (4800) timely disclosure | Komori