Komori
Statutory disclosure document4974TAKARA BIO INC.Materials and Chemicals

Statutory Prior Disclosure Document (Reverse Stock Split)

To make TAKARA BIO INC. a wholly owned subsidiary of TAKARA HOLDINGS INC. and take it private, the company has decided to submit a proposal to an extraordinary shareholders meeting to consolidate 15,332,374 shares into 1 share. If approved, the consolidation is scheduled to take effect on 16 June 2026, and the shares held by general shareholders are expected to be settled in cash after fractional shares are dealt with.

Worth reading
77Important
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
15332374
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors (meeting held on 27 April 2026) and extraordinary shareholders meeting (scheduled for 20 May 2026)

Advance disclosure matters concerning the share consolidation

Decision27 April 2026 (date of the Board of Directors resolution)
Implementation16 June 2026 (scheduled effective date, subject to approval at the extraordinary shareholders meeting)
Going forwardAn extraordinary shareholders meeting is scheduled to be held on 20 May 2026. Subject to approval, treasury shares will be cancelled as of 15 June 2026, and the share consolidation is scheduled to take effect on 16 June 2026. Delisting is scheduled for 12 June 2026. The fractional shares are expected to be sold to TAKARA HOLDINGS INC. with court approval, and cash equivalent to ¥1,150 per share is expected to be paid.
AmountTender offer price and sale price of fractional shares: ¥1,150 per share
Quantity / scale15,332,374 common shares will be consolidated into 1 share. The total number of authorized shares on the effective date will be 24. Treasury shares are scheduled to be cancelled as of 15 June 2026.
Reason

To make TAKARA HOLDINGS INC. the company's sole shareholder and take the company's shares private. The company aims to accelerate decision-making, reform its earnings structure, strengthen and expand its businesses, develop new businesses, and reduce the costs of maintaining its listing through the creation of a wholly owned subsidiary.

Impact on Business Performance

The company explains that reducing the costs and administrative burden associated with maintaining its listing will contribute to reforming its earnings structure, but the specific amount of the impact has not been disclosed.

Decision and Details
ItemDetails
Matter CoveredAdvance disclosure matters concerning the share consolidation
Decision-Making BodyBoard of Directors (meeting held on 27 April 2026) and extraordinary shareholders meeting (scheduled for 20 May 2026)
Decision Date27 April 2026 (date of the Board of Directors resolution)
Implementation Date16 June 2026 (scheduled effective date, subject to approval at the extraordinary shareholders meeting)
AmountTender offer price and sale price of fractional shares: ¥1,150 per share
Quantity / scale15,332,374 common shares will be consolidated into 1 share. The total number of authorized shares on the effective date will be 24. Treasury shares are scheduled to be cancelled as of 15 June 2026.
Impact on Business PerformanceThe company explains that reducing the costs and administrative burden associated with maintaining its listing will contribute to reforming its earnings structure, but the specific amount of the impact has not been disclosed.
ReasonTo make TAKARA HOLDINGS INC. the company's sole shareholder and take the company's shares private. The company aims to accelerate decision-making, reform its earnings structure, strengthen and expand its businesses, develop new businesses, and reduce the costs of maintaining its listing through the creation of a wholly owned subsidiary.
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 235 and Article 234, paragraph 2 of the Companies Act
Related previous disclosures13 February 2026, “Notice Regarding the Expression of an Opinion in Favor of and Recommendation to Tender Shares in Response to the Tender Offer for the Company's Shares by TAKARA HOLDINGS INC., the Company's Parent Company”; 7 April 2026, “Notice Regarding the Results of the Tender Offer for the Company's Common Shares by TAKARA HOLDINGS INC., the Company's Parent Company”; 23 October 2025, “Notice Regarding the Revision of Interim-Period Earnings Forecasts, Recording of an Extraordinary Loss, and Reversal of Deferred Tax Assets”; 11 November 2025, “Notice Regarding the Revision of Full-Year Earnings Forecasts and Dividend Forecast (No Dividend), and Partial Relinquishment of Executive Compensation”; and 12 November 2025, “(Correction) Regarding the ‘Notice Regarding the Revision of Full-Year Earnings Forecasts and Dividend Forecast (No Dividend), and Partial Relinquishment of Executive Compensation”
Future plansAn extraordinary shareholders meeting is scheduled to be held on 20 May 2026. Subject to approval, treasury shares will be cancelled as of 15 June 2026, and the share consolidation is scheduled to take effect on 16 June 2026. Delisting is scheduled for 12 June 2026. The fractional shares are expected to be sold to TAKARA HOLDINGS INC. with court approval, and cash equivalent to ¥1,150 per share is expected to be paid.
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 the company's sole shareholder and take the company private. The company explains that the transaction is expected to accelerate decision-making, reform its earnings structure, strengthen existing businesses and expand its business areas, develop new businesses, and reduce the costs of maintaining its listing.

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) | TAKARA BIO INC. (4974) timely disclosure | Komori