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M&A and Subsidiary Changes5076INFRONEER Holdings Inc.Construction and Materials

Notice Regarding the Results of the Tender Offer for Shares of 三井住建道路株式会社 (1776) by 三井住友建設株式会社, a Subsidiary of INFRONEER Holdings Inc.

The tender offer for shares of 三井住建道路株式会社 by 三井住友建設 has been completed, and all 3,867,498 shares tendered will be acquired. As a result, the voting rights ownership ratio will rise from 53.70% to 95.38%, and procedures are planned to make the company a wholly owned subsidiary and delist its shares.

Worth reading
46Recurring
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
95.38
Voting rights ownership ratio after the acquisition (%)
Wording
Conditional
How definitive the wording is.

This transaction

This tender offer
Disclosing companyINFRONEER Holdings Inc.
Mitsui Sumiken Road Co., Ltd.Voting rights ownership percentageNumber of shares acquired 3,867,498 shares (number of voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,000 per common share
Minimum number of shares to be purchased1,203,500 shares
Tender offer periodFrom 10 March 2026 to 21 April 2026 (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionThe total number of share certificates and other securities tendered must be at least equal to the minimum number of shares to be purchased
Management structure after acquisitionA squeeze-out procedure is planned to make the tender offeror the sole shareholder of the target company. If completed, the target company's shares are expected to be delisted. Other matters concerning the management structure, corporate name and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameThis tender offer
Name of the Subject CompanyMitsui Sumiken Road Co., Ltd.
Type of ConsiderationCash
Tender offer price¥2,000 per common share
Minimum number of shares to be purchased1,203,500 shares
Tender offer periodFrom 10 March 2026 to 21 April 2026 (30 business days)
Number of shares acquired3,867,498 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 53.70% → after 95.38%
Date of board resolution9 March 2026
Execution Date / Effective Date28 April 2026 (settlement commencement date)
Conditions Precedent to ExecutionThe total number of share certificates and other securities tendered must be at least equal to the minimum number of shares to be purchased
Management structure after acquisitionA squeeze-out procedure is planned to make the tender offeror the sole shareholder of the target company. If completed, the target company's shares are expected to be delisted. Other matters concerning the management structure, corporate name and treatment of employees are Not disclosed
Items this document does not state (20)
Counterparty nameBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institutionSpecial Committee

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 company explained that there will be no change from the policy and other matters announced on 9 March 2026 following the tender offer. A squeeze-out procedure is planned to make the company a wholly owned subsidiary, although this document does not explain the reason for the procedure itself.

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 Regarding the Results of the Tender Offer for Shares of 三井住建道路株式会社 (1776) by 三井住友建設株式会社, a Subsidiary of INFRONEER Holdings Inc. | INFRONEER Holdings Inc. (5076) timely disclosure | Komori