Decision and Details
The boards of directors of Shin Maint Holdings Co.,Ltd. and the CompanyA share exchange under which Shin Maint Holdings Co.,Ltd. will become the wholly owning parent company and SANKI SERVICE CORPORATION will become the wholly owned subsidiary
To ensure the fairness and appropriateness of the share exchange ratio, the companies selected third-party valuation institutions and advisers and held discussions and conducted examinations based on valuation reports, advice, due diligence, and other matters. Using Shin Maint Holdings Co.,Ltd. shares as consideration will provide shareholders with an opportunity to benefit from business development and earnings growth and an opportunity to convert their shares into cash in the market.
The specific amount of the impact on financial results is not disclosed. The disclosure states that business development and earnings growth are expected after the share exchange.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which Shin Maint Holdings Co.,Ltd. will become the wholly owning parent company and SANKI SERVICE CORPORATION will become the wholly owned subsidiary |
| Decision-Making Body | The boards of directors of Shin Maint Holdings Co.,Ltd. and the Company |
| Decision Date | 15 July 2026 (date of board resolution and execution of the share exchange agreement) |
| Implementation Date | 1 December 2026 (scheduled effective date) |
| Period Covered | On or after 1 December 2026 (scheduled) |
| Amount | Increase in stated capital: ¥0; increase in legal capital surplus: ¥0; amount of capital reserve: an amount separately and appropriately determined by Shin Maint Holdings Co.,Ltd. in accordance with Article 39 of the Ordinance on Company Accounting |
| Quantity / scale | Share exchange ratio: 1.920 shares of Shin Maint Holdings Co.,Ltd. for each share of the Company; number of shares scheduled to be issued: 11,179,572 shares; scheduled delisting date for the Company's shares: 27 November 2026; final trading date: 26 November 2026 |
| Impact on Business Performance | The specific amount of the impact on financial results is not disclosed. The disclosure states that business development and earnings growth are expected after the share exchange. |
| Reason | To ensure the fairness and appropriateness of the share exchange ratio, the companies selected third-party valuation institutions and advisers and held discussions and conducted examinations based on valuation reports, advice, due diligence, and other matters. Using Shin Maint Holdings Co.,Ltd. shares as consideration will provide shareholders with an opportunity to benefit from business development and earnings growth and an opportunity to convert their shares into cash in the market. |
| Governing Rule | Companies Act Articles 767, 768(1)(i), 782(1), 785(1), 799(1), 234 and 192(1); Ordinance for Enforcement of the Companies Act Article 184; Ordinance on Company Accounting Article 39; Securities Listing Regulations Article 441; Financial Instruments and Exchange Act Article 24(1) |
| Future plans | 26 November 2026 (scheduled): final trading date; 27 November 2026 (scheduled): delisting of the Company's shares; 1 December 2026 (scheduled): effective date of the share exchange. The Company plans to cancel its treasury shares by the effective date. The shareholder benefit program will be discontinued with the benefit granted based on the record date of 31 May 2026. |
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.The two companies state that, based on the calculations by third-party valuation institutions, advice from legal counsel, due diligence, and the financial condition, asset position, and future outlook of both companies, they determined that the share exchange ratio was appropriate and would contribute to shareholders' interests. They also state that using Shin Maint Holdings Co.,Ltd. shares as consideration will enable shareholders to benefit from business development and earnings growth after the share exchange and provide them with an opportunity to convert highly liquid shares into cash in the market.