Decision and Details
Solasto Corporation Board of Directors (meeting held on 27 May 2026) and the extraordinary shareholders’ meeting scheduled for 6 July 2026Matters subject to prior disclosure concerning the share consolidation
As the second step of the so-called two-step acquisition following the tender offer, to convert the shares held by shareholders other than the shareholders expected to remain into fractional shares and take the Company private.
| Item | Details |
|---|---|
| Matter Covered | Matters subject to prior disclosure concerning the share consolidation |
| Decision-Making Body | Solasto Corporation Board of Directors (meeting held on 27 May 2026) and the extraordinary shareholders’ meeting scheduled for 6 July 2026 |
| Decision Date | 27 May 2026 (date of the Board of Directors’ resolution) |
| Implementation Date | Scheduled to take effect on Monday, 10 August 2026 |
| Amount | Public tender offer price and sale price resulting from the treatment of fractional shares: ¥1,119 per share. The amount to be paid to fractional shareholders is scheduled to be calculated by multiplying the number of shares held as of 9 August 2026 by ¥1,119. |
| Quantity / scale | The Company’s shares will be consolidated at a ratio of 1 share for every 2,120,340 shares. The total number of authorized shares on the effective date will be 168. Shares held by the tender offeror: 48,373,328 (ownership ratio: 53.42%); shares held by Daito Trust Construction: 31,805,100 (35.12%); shares held by the employee stock ownership association: 2,321,240 (2.56%); total: 82,499,668 (91.11%). |
| Reason | As the second step of the so-called two-step acquisition following the tender offer, to convert the shares held by shareholders other than the shareholders expected to remain into fractional shares and take the Company private. |
| Governing Rule | Article 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, paragraph 2, Article 235 and Article 234, paragraph 2 of the Companies Act |
| Related previous disclosures | “Notice Regarding the Implementation of an MBO and Recommendation to Tender” dated 24 March 2026; “(Change) Notice of Partial Changes to the ‘Notice Regarding the Implementation of an MBO and Recommendation to Tender’” dated 9 April 2026; “Notice Regarding the Results of the Tender Offer for the Company’s Shares by MP-2605 Co., Ltd. and Changes in the Parent Company and Major Shareholder, the Largest Shareholder” dated 12 May 2026; “Notice Regarding Revisions to the Dividend Forecast for the Fiscal Year Ending March 2026 (No Dividend)” dated 24 March 2026 |
| Future plans | An extraordinary shareholders’ meeting is scheduled to be held on 6 July 2026. The Company is scheduled to be delisted on 6 August 2026, cancel treasury shares on 7 August, and bring the share consolidation into effect on 10 August. Around late August 2026, the Company plans to apply to the court for permission to sell the fractional shares, sell them to the tender offeror around September 2026, and pay the sale proceeds to shareholders around late November 2026. |
Items this document does not state (2)
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 eliminate the minority shareholders remaining after the tender offer and take the Company private.