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Share Issuance and Disposal4974TAKARA BIO INC.Materials and Chemicals

Notice of the Convocation of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

To make the company a wholly owned subsidiary following the tender offer, proposals will be submitted to the Extraordinary General Meeting of Shareholders for the consolidation of 15,332,374 common shares into 1 share and for amendments to the Articles of Incorporation, including the abolition of the provisions on the number of shares constituting one unit. Following approval and the effectiveness of the proposals, the total number of shares issued is expected to be 6, and the shares are expected to be delisted.

Worth reading
30Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
15332374
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share consolidation (15,332,374 common shares consolidated into 1 share)

Offering structure
Major shareholders after the offering
TAKARA HOLDINGS INC. (expected to become the sole shareholder after the share consolidation)
Stock Split RatioShare consolidation: 15,332,374 shares consolidated into 1 share; effective date: 16 June 2026 (予定)
Procedures under the Corporate Code of Conduct
Establishment of an independent special committee and receipt of its report; receipt of a share valuation report from an independent third-party valuation institution; advice from an independent law firm; establishment of an independent review structure; approval by all 6 directors without conflicts of interest and an opinion from all 5 audit & supervisory board members that they had no objections
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare consolidation (15,332,374 common shares consolidated into 1 share)
Total number of issued shares120,415,300 shares (after cancellation of treasury shares and before the share consolidation takes effect) → 6 shares (after the share consolidation takes effect)
Stock Split RatioShare consolidation: 15,332,374 shares consolidated into 1 share; effective date: 16 June 2026 (予定)
Procedures under the Corporate Code of ConductEstablishment of an independent special committee and receipt of its report; receipt of a share valuation report from an independent third-party valuation institution; advice from an independent law firm; establishment of an independent review structure; approval by all 6 directors without conflicts of interest and an opinion from all 5 audit & supervisory board members that they had no objections
Major shareholders after the offeringTAKARA HOLDINGS INC. (expected to become the sole shareholder after the share consolidation)
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 RateBasis for determining the amount to be paidExercise 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 underwriterOverallotmentMost recent equity financingImpact on Business Performance

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 take the company private with TAKARA HOLDINGS INC. as the sole shareholder and make the company a wholly owned subsidiary. The provisions on the number of shares constituting one unit will be abolished because the number of shares issued after the share consolidation will be 6, making such provisions unnecessary.

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 Convocation of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | TAKARA BIO INC. (4974) timely disclosure | Komori