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
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.
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.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | Board of Directors (meeting held on 27 April 2026) and extraordinary shareholders meeting (scheduled for 20 May 2026) |
| Decision Date | 27 April 2026 (date of the Board of Directors resolution) |
| Implementation Date | 16 June 2026 (scheduled effective date, subject to approval at the extraordinary shareholders meeting) |
| Amount | Tender offer price and sale price of fractional shares: ¥1,150 per share |
| Quantity / scale | 15,332,374 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 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. |
| 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. |
| 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 | 13 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 plans | An 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)
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.