Decision and Details
Board of Directors of Tohoku Steel Co.,Ltd.; scheduled to be submitted to an extraordinary shareholders meetingShare consolidation (the share consolidation)
Following the tender offer, to limit the Company's shareholders to the tender offeror and the remaining shareholders referred to herein and make the Company a wholly owned subsidiary of the tender offeror.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation (the share consolidation) |
| Decision-Making Body | Board of Directors of Tohoku Steel Co.,Ltd.; scheduled to be submitted to an extraordinary shareholders meeting |
| Decision Date | 30 July 2026 (Board of Directors resolution) |
| Implementation Date | 21 October 2026 (Wednesday) (effective date, scheduled) |
| Period Covered | On or after 21 October 2026 (on or after the effective date) |
| Amount | Proceeds from the sale of fractional shares: equivalent to ¥4,491 per share of the Company's stock (scheduled) |
| Quantity / scale | Consolidation of 631,000 shares into 1 share; authorized number of shares as of the effective date: 44 shares; 122,241 treasury shares scheduled to be cancelled on 20 October 2026 |
| Reason | Following the tender offer, to limit the Company's shareholders to the tender offeror and the remaining shareholders referred to herein and make the Company a wholly owned subsidiary of the tender offeror. |
| 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 | 15 May 2026, “Notice Regarding Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Shares by Daido Steel Co.,Ltd., an Other Affiliated Company”; 30 June 2026, “Notice Regarding the Results of the Tender Offer for the Company's Shares by Daido Steel Co.,Ltd., an Other Affiliated Company, and Changes in the Parent Company and Other Affiliated Companies”; 15 May 2026, “Notice Regarding Revision of the Dividend Forecast for the Fiscal Year Ending March 2026 (No Dividend)” |
| Future plans | An extraordinary shareholders meeting is scheduled to be held on 16 September 2026. The Company is scheduled to be delisted on 19 October 2026, cancel 122,241 treasury shares on 20 October, and have the share consolidation take effect on 21 October. The Company plans to apply to the court for permission to sell the fractional shares between late October and early November 2026, sell them to Daido Steel Co.,Ltd. between late November and late December, and distribute the sale proceeds to shareholders between mid-January and late January 2027. |
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.Following the tender offer by Daido Steel Co.,Ltd., to limit the Company's shareholders to the tender offeror and the remaining shareholders referred to herein and make the Company a wholly owned subsidiary of the tender offeror.