Worth reading
80Important
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
19200
MT common shares (treasury shares)Wording
Definitive
How definitive the wording is.Decision and Details
MT Board of Directors, MG General Meeting of ShareholdersShare exchange under which MT will become the wholly owning parent company and MG the wholly owned subsidiary
Decision31 July 2026 (date of execution of the share exchange agreement and date of the resolution at the MG General Meeting of Shareholders)
Period CoveredOn or after 11 September 2026 (after the share exchange takes effect)
Implementation11 September 2026 (scheduled effective date)
Going forwardThe share exchange is scheduled to take effect and MG is scheduled to make an in-kind dividend to MT on 11 September 2026. The stock split is scheduled to take effect on 1 October 2026. The treasury share acquisition period is from 3 August through 30 December 2026.
AmountClosing price of MT shares on the valuation reference date: ¥14,080; total amount of the treasury share disposal: ¥42,392,800; total purchase price for treasury shares: ¥6,000 million (maximum)
Quantity / scaleShare exchange ratio: MT 1: MG 0.12; 19,200 MT common shares to be delivered; 2,000 common shares of 関東物産株式会社 held by MG; 415,000 treasury shares to be acquired (maximum; 2,075,000 shares after the stock split)
Reason
Because MT comprehensively considered its capital policy and the fact that the MG shareholders receiving the share exchange consideration are MT subsidiaries. MG's share value was calculated using the adjusted book value net asset method, taking into account its book net assets and the fair value of its real estate and marketable securities.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which MT will become the wholly owning parent company and MG the wholly owned subsidiary |
| Decision-Making Body | MT Board of Directors, MG General Meeting of Shareholders |
| Decision Date | 31 July 2026 (date of execution of the share exchange agreement and date of the resolution at the MG General Meeting of Shareholders) |
| Implementation Date | 11 September 2026 (scheduled effective date) |
| Period Covered | On or after 11 September 2026 (after the share exchange takes effect) |
| Amount | Closing price of MT shares on the valuation reference date: ¥14,080; total amount of the treasury share disposal: ¥42,392,800; total purchase price for treasury shares: ¥6,000 million (maximum) |
| Quantity / scale | Share exchange ratio: MT 1: MG 0.12; 19,200 MT common shares to be delivered; 2,000 common shares of 関東物産株式会社 held by MG; 415,000 treasury shares to be acquired (maximum; 2,075,000 shares after the stock split) |
| Reason | Because MT comprehensively considered its capital policy and the fact that the MG shareholders receiving the share exchange consideration are MT subsidiaries. MG's share value was calculated using the adjusted book value net asset method, taking into account its book net assets and the fair value of its real estate and marketable securities. |
| Governing Rule | Companies Act, Articles 782(1), 794(1), 796(2), 165(3) and 156; Ordinance for Enforcement of the Companies Act, Articles 184 and 193 |
| Related previous disclosures | 31 July 2026, "Notice Regarding Share Split, Partial Amendments to the Articles of Incorporation and Revisions to the Dividend Forecast, etc." |
| Future plans | The share exchange is scheduled to take effect and MG is scheduled to make an in-kind dividend to MT on 11 September 2026. The stock split is scheduled to take effect on 1 October 2026. The treasury share acquisition period is from 3 August through 30 December 2026. |
Items this document does not state (1)
Impact on Business Performance
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.After comprehensively considering MT's capital policy and the fact that the MG shareholders receiving the share exchange consideration are MT subsidiaries, MT's treasury shares were used as the share exchange consideration.
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