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
597000
Shares (treasury shares to be delivered)Wording
Definitive
How definitive the wording is.Decision and Details
The relevant decision-making bodies of MT and MTS (the specific decision-making bodies are not identified in the main text)Share exchange under which MT will become the wholly owning parent company and MTS the wholly owned subsidiary
Decision31 July 2026 (date of execution of the share exchange agreement) / 18 August 2026 (date of resolution at the MTS shareholders' meeting)
Period CoveredFrom the effective date of 11 September 2026
Implementation11 September 2026 (scheduled effective date)
Going forwardThe share exchange will become effective on 11 September 2026. An in-kind dividend of subsidiary shares from MTS to MT is scheduled to be made on the same day. MT's share split is scheduled to become effective on 1 October 2026.
AmountClosing price of MT shares on the valuation reference date: ¥14,080; total disposal value of treasury shares: ¥42,392,800; total purchase price for treasury shares: ¥6,000 million (upper limit)
Quantity / scale597,000 MT common shares to be delivered, with 19.9 MT common shares allotted for each MTS common share. As an in-kind dividend, 7,000 shares of マキノ・ロジスティックス株式会社, 860,000 shares of 牧野フライス技研株式会社 and 6,000 shares of 関東物産株式会社 are expected to be delivered.
Reason
Because MT's capital policy and the fact that the MTS shareholders receiving the share exchange consideration are subsidiaries of MT were considered comprehensively. The value of MTS shares was calculated using the adjusted book value net asset method.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which MT will become the wholly owning parent company and MTS the wholly owned subsidiary |
| Decision-Making Body | The relevant decision-making bodies of MT and MTS (the specific decision-making bodies are not identified in the main text) |
| Decision Date | 31 July 2026 (date of execution of the share exchange agreement) / 18 August 2026 (date of resolution at the MTS shareholders' meeting) |
| Implementation Date | 11 September 2026 (scheduled effective date) |
| Period Covered | From the effective date of 11 September 2026 |
| Amount | Closing price of MT shares on the valuation reference date: ¥14,080; total disposal value of treasury shares: ¥42,392,800; total purchase price for treasury shares: ¥6,000 million (upper limit) |
| Quantity / scale | 597,000 MT common shares to be delivered, with 19.9 MT common shares allotted for each MTS common share. As an in-kind dividend, 7,000 shares of マキノ・ロジスティックス株式会社, 860,000 shares of 牧野フライス技研株式会社 and 6,000 shares of 関東物産株式会社 are expected to be delivered. |
| Reason | Because MT's capital policy and the fact that the MTS shareholders receiving the share exchange consideration are subsidiaries of MT were considered comprehensively. The value of MTS shares was calculated using the adjusted book value net asset method. |
| 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 will become effective on 11 September 2026. An in-kind dividend of subsidiary shares from MTS to MT is scheduled to be made on the same day. MT's share split is scheduled to become effective on 1 October 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 MTS shareholders receiving the share exchange consideration are subsidiaries of MT, MT's common shares held by MT as treasury shares were selected as the consideration.
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