Decision and Details
MT Board of Directors, ML shareholders meetingShare exchange under which MT becomes the wholly owning parent company and ML becomes the wholly owned subsidiary
Because MT comprehensively considered its capital policy and the fact that the ML shareholders receiving the consideration are subsidiaries of MT, among other factors. At the effective date, ML will be a company whose entire issued share capital is held directly by MT or indirectly through its subsidiaries. Accordingly, there are no applicable matters requiring attention to avoid harming the interests of shareholders other than shareholders under common control.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which MT becomes the wholly owning parent company and ML becomes the wholly owned subsidiary |
| Decision-Making Body | MT Board of Directors, ML shareholders meeting |
| Decision Date | 31 July 2026 (the share exchange agreement was entered into on 31 July 2026) |
| Implementation Date | 11 September 2026 (scheduled effective date) |
| Period Covered | After the effective date of 11 September 2026 (period end: Not disclosed) |
| Amount | Total disposal value of MT common shares: ¥42,392,800; total acquisition price for treasury shares: ¥6,000 million (maximum); closing price used to value MT shares: ¥14,080 |
| Quantity / scale | Share exchange ratio: 1 MT common share for 41.0 ML common shares; MT common shares to be delivered: 123,000 (planned); ML shares issued and outstanding: 20,000; shares subject to the dividend in kind: 847,000 shares of 牧野フライス技研 and 6,000 shares of 関東物産 |
| Reason | Because MT comprehensively considered its capital policy and the fact that the ML shareholders receiving the consideration are subsidiaries of MT, among other factors. At the effective date, ML will be a company whose entire issued share capital is held directly by MT or indirectly through its subsidiaries. Accordingly, there are no applicable matters requiring attention to avoid harming the interests of shareholders other than shareholders under common control. |
| 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 | Notice Regarding Stock Split, Partial Amendments to the Articles of Incorporation and Revisions to the Dividend Forecast, etc., dated 31 July 2026 |
| Future plans | The share exchange is scheduled to become effective on 11 September 2026. A stock split of 1 MT common share into 5 shares is scheduled for 1 October 2026. The treasury share acquisition period is from 3 August 2026 to 30 December 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.MT used its common shares held as treasury shares as consideration after comprehensively considering MT's capital policy and the fact that the ML shareholders receiving the consideration are subsidiaries of MT, among other factors.