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Statutory disclosure document5821HIRAKAWA HEWTECH CORP.Iron and steel and nonferrous metals

Statutory Disclosure Documents Prior to Share Exchange (吉野川電線株式会社)

平河ヒューテック decided to conduct a share exchange to make 吉野川電線 a wholly owned subsidiary and entered into the share exchange agreement on 4 November 2026. The effective date is scheduled for 21 December 2026, and shareholders of 吉野川電線 will be allotted 428.397 shares of 平河ヒューテック common stock for each share they hold.

Worth reading
78Important
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
244186
Number of shares scheduled to be delivered (平河ヒューテック common stock)
Wording
Conditional
How definitive the wording is.

Decision and Details

Boards of directors of 平河ヒューテック and 吉野川電線

Share exchange under which 平河ヒューテック will become the wholly owning parent company and 吉野川電線 the wholly owned subsidiary

Decision4 November 2026 (resolution and execution of agreement)
Period CoveredFrom 21 December 2026 onward (from the effective date of the share exchange onward)
Implementation21 December 2026 (scheduled effective date)
Going forward吉野川電線 plans to seek shareholder approval for the share exchange agreement at a general meeting of shareholders by the day before the effective date and to cancel its treasury shares. The share exchange is scheduled to take place on 21 December 2026. If necessary, approval at a general meeting of shareholders of 平河ヒューテック and approvals from the relevant government authorities will be obtained.
AmountValue of 吉野川電線 shares: ¥1,336,600 per share; value of the company's shares: ¥3,120 per share; total consideration for the acquisition of treasury shares: ¥355,936,580; consideration paid per treasury share acquired: ¥1,336.6
Quantity / scaleShare exchange ratio: 428.397 shares of 平河ヒューテック common stock for each share of 吉野川電線 common stock; 244,186 shares scheduled to be delivered; acquisition of 266,300 treasury shares of 吉野川電線 common stock; consolidation of 1,000 common shares into 1 share
Reason

It was determined that this would enable prompt decision-making at 吉野川電線 in an integrated manner with the company, strengthen its business competitiveness, and contribute to increasing the corporate value of the Group as a whole.

Impact on Business Performance

It was determined that this would also contribute to increasing the corporate value of the Group as a whole. The specific impact on results is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredShare exchange under which 平河ヒューテック will become the wholly owning parent company and 吉野川電線 the wholly owned subsidiary
Decision-Making BodyBoards of directors of 平河ヒューテック and 吉野川電線
Decision Date4 November 2026 (resolution and execution of agreement)
Implementation Date21 December 2026 (scheduled effective date)
Period CoveredFrom 21 December 2026 onward (from the effective date of the share exchange onward)
AmountValue of 吉野川電線 shares: ¥1,336,600 per share; value of the company's shares: ¥3,120 per share; total consideration for the acquisition of treasury shares: ¥355,936,580; consideration paid per treasury share acquired: ¥1,336.6
Quantity / scaleShare exchange ratio: 428.397 shares of 平河ヒューテック common stock for each share of 吉野川電線 common stock; 244,186 shares scheduled to be delivered; acquisition of 266,300 treasury shares of 吉野川電線 common stock; consolidation of 1,000 common shares into 1 share
Impact on Business PerformanceIt was determined that this would also contribute to increasing the corporate value of the Group as a whole. The specific impact on results is Not disclosed.
ReasonIt was determined that this would enable prompt decision-making at 吉野川電線 in an integrated manner with the company, strengthen its business competitiveness, and contribute to increasing the corporate value of the Group as a whole.
Governing RuleCompanies Act, Article 768, paragraph 1; Companies Act, Article 794, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 193; Companies Act, Article 796, paragraph 2; Companies Act, Article 783, paragraph 1; Companies Act, Article 785, paragraph 1; Companies Act, Article 799, paragraph 1
Related previous disclosuresDescription of the acquisition of treasury shares and share consolidation based on the extraordinary general meeting of shareholders held on 18 September 2026
Future plans吉野川電線 plans to seek shareholder approval for the share exchange agreement at a general meeting of shareholders by the day before the effective date and to cancel its treasury shares. The share exchange is scheduled to take place on 21 December 2026. If necessary, approval at a general meeting of shareholders of 平河ヒューテック and approvals from the relevant government authorities will be obtained.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

It was determined that making 吉野川電線 a wholly owned subsidiary of 平河ヒューテック would enable prompt decision-making at 吉野川電線 in an integrated manner with 平河ヒューテック, strengthen business competitiveness, and contribute to increasing the corporate value of the 平河ヒューテック Group as a whole.

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Statutory Disclosure Documents Prior to Share Exchange (吉野川電線株式会社) | HIRAKAWA HEWTECH CORP. (5821) timely disclosure | Komori