Execution of a capital and business alliance agreement with ITOCHU Corporation, secondary offering of shares, and change in the major shareholder and largest shareholder among the major shareholders
Bunka Shutter Co.,Ltd., ITOCHU Corporation, Dalton Investments, Inc., Nippon Active Value Fund, and NVF Select Master Fund L.P.
Common shares of Bunka Shutter Co.,Ltd. (the company's shares)
Because Dalton and its affiliates agreed with ITOCHU Corporation to transfer the company's shares in connection with the capital and business alliance. To promote collaboration by leveraging the customer bases, procurement networks and overseas networks of both companies.
The impact on the company's results at this time is expected to be immaterial. The specific amount and accounting classification are Not disclosed
The impact on the company's results at this time is expected to be immaterial. The company will promptly announce any matters requiring disclosure.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
ITOCHU Corporation: 0 voting rights, 0%, 0 shares. Dalton Investments, Inc.: 100,354 voting rights, 14.23%, 10,035,400 shares (calculated based on the position as of 30 September 2026)
ITOCHU Corporation: 136,946 voting rights, 19.43%, 13,694,600 shares. Dalton Investments, Inc.: 0 voting rights, 0%, 0 shares (scheduled change date: 17 November 2026)
Related procedures
Filing of a securities notification (stock offering procedure under the Financial Instruments and Exchange Act)
Director-General of the Kanto Local Finance Bureau
ITOCHU Corporation plans to increase its voting rights ownership ratio to 20% or more through additional acquisitions, making Bunka Shutter an equity-method affiliate. If the voting rights ownership ratio reaches 20% or more, or if an outside director candidate recommended by ITOCHU Corporation is elected, ITOCHU Corporation will become another affiliated company of Bunka Shutter.
Any matters requiring disclosure will be announced promptly.
| Item | Details |
|---|---|
| Event name | Execution of a capital and business alliance agreement with ITOCHU Corporation, secondary offering of shares, and change in the major shareholder and largest shareholder among the major shareholders |
| Date of occurrence | 13 November 2026 (date of decision by the representative director and date of execution of the capital and business alliance agreement) |
| Subject Entity | Bunka Shutter Co.,Ltd., ITOCHU Corporation, Dalton Investments, Inc., Nippon Active Value Fund, and NVF Select Master Fund L.P. |
| Target Locations / Products | Common shares of Bunka Shutter Co.,Ltd. (the company's shares) |
| Cause | Because Dalton and its affiliates agreed with ITOCHU Corporation to transfer the company's shares in connection with the capital and business alliance. To promote collaboration by leveraging the customer bases, procurement networks and overseas networks of both companies. |
| Amount of Impact on Business Performance | The impact on the company's results at this time is expected to be immaterial. The specific amount and accounting classification are Not disclosed |
| Impact on Earnings Forecast | The impact on the company's results at this time is expected to be immaterial. The company will promptly announce any matters requiring disclosure. |
| Type of litigation or proceeding | Filing of a securities notification (stock offering procedure under the Financial Instruments and Exchange Act) |
| Court or authority | Director-General of the Kanto Local Finance Bureau |
| Voting rights ownership percentage before the change | ITOCHU Corporation: 0 voting rights, 0%, 0 shares. Dalton Investments, Inc.: 100,354 voting rights, 14.23%, 10,035,400 shares (calculated based on the position as of 30 September 2026) |
| Voting rights ownership percentage after the change | ITOCHU Corporation: 136,946 voting rights, 19.43%, 13,694,600 shares. Dalton Investments, Inc.: 0 voting rights, 0%, 0 shares (scheduled change date: 17 November 2026) |
| Outlook | ITOCHU Corporation plans to increase its voting rights ownership ratio to 20% or more through additional acquisitions, making Bunka Shutter an equity-method affiliate. If the voting rights ownership ratio reaches 20% or more, or if an outside director candidate recommended by ITOCHU Corporation is elected, ITOCHU Corporation will become another affiliated company of Bunka Shutter. |
| Planned follow-up disclosure | Any matters requiring disclosure will be announced promptly. |
Items this document does not state (12)
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 accelerate the expansion of core businesses, optimize procurement, improve the efficiency of production bases, and drive growth in overseas and environmental businesses through collaboration with ITOCHU Corporation, which has complementary capabilities in procurement, sales and overseas expansion, thereby enhancing corporate value over the medium to long term.