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
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.
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.
| Item | Details |
|---|---|
| Matter Covered | 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 |
| Decision-Making Body | Boards of directors of 平河ヒューテック and 吉野川電線 |
| Decision Date | 4 November 2026 (resolution and execution of agreement) |
| Implementation Date | 21 December 2026 (scheduled effective date) |
| Period Covered | From 21 December 2026 onward (from the effective date of the share exchange onward) |
| Amount | Value 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 / scale | Share 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 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. |
| 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. |
| Governing Rule | Companies 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 disclosures | Description 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.