Worth reading
81Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
74100604
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Decision and Details
The company's Board of Directors (meeting held on 17 April 2026) and extraordinary general meeting of shareholders (scheduled for 12 May 2026)Advance disclosure matters concerning the share consolidation
Decision17 April 2026 (date of the Board of Directors resolution)
Period CoveredFrom 3 June 2026 onward (after the share consolidation takes effect)
Implementation3 June 2026 (scheduled effective date, subject to approval at the extraordinary general meeting of shareholders)
Going forwardAn extraordinary general meeting of shareholders is scheduled for 12 May 2026. The company is scheduled to be delisted on 1 June 2026. The share consolidation is scheduled to take effect on 3 June 2026. An application for court approval to sell the fractional shares is expected to be filed around mid-June 2026, the shares are expected to be sold to the tender offeror from around late June through early July 2026, and the sale proceeds are expected to be distributed to shareholders around late August 2026.
AmountThe proceeds from the sale of fractional shares are expected to correspond to an amount calculated by multiplying the number of shares held by each shareholder by ¥20,600 per share. The amount may differ depending on court approval and fractional-share adjustments.
Quantity / scale74,100,604 common shares will be consolidated into 1 share. The total number of authorized shares on the effective date will be 16 shares. The tender offeror has acquired 191,087,116 shares, representing an ownership ratio of 63.60%.
Reason
Because the tender offeror was unable to acquire all of the shares subject to the Tender Offer through the tender offer, to make the tender offeror and Toyota Motor Corporation the only shareholders and take the company's shares private.
Impact on Business Performance
No specific amount of impact on financial results has been stated. The company has determined that the disadvantages of taking the company private will be limited or nonexistent.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | The company's Board of Directors (meeting held on 17 April 2026) and extraordinary general meeting of shareholders (scheduled for 12 May 2026) |
| Decision Date | 17 April 2026 (date of the Board of Directors resolution) |
| Implementation Date | 3 June 2026 (scheduled effective date, subject to approval at the extraordinary general meeting of shareholders) |
| Period Covered | From 3 June 2026 onward (after the share consolidation takes effect) |
| Amount | The proceeds from the sale of fractional shares are expected to correspond to an amount calculated by multiplying the number of shares held by each shareholder by ¥20,600 per share. The amount may differ depending on court approval and fractional-share adjustments. |
| Quantity / scale | 74,100,604 common shares will be consolidated into 1 share. The total number of authorized shares on the effective date will be 16 shares. The tender offeror has acquired 191,087,116 shares, representing an ownership ratio of 63.60%. |
| Impact on Business Performance | No specific amount of impact on financial results has been stated. The company has determined that the disadvantages of taking the company private will be limited or nonexistent. |
| Reason | Because the tender offeror was unable to acquire all of the shares subject to the Tender Offer through the tender offer, to make the tender offeror and Toyota Motor Corporation the only shareholders and take the company's shares private. |
| Governing Rule | Companies Act, Articles 180, 182-2, paragraph 1, 234, paragraph 2, and 235; Ordinance for Enforcement of the Companies Act, Article 33-9. |
| Related previous disclosures | The 14 January 2026 notice titled “Notice Concerning the Expression of an Opinion in Favor of and Recommendation to Tender in the Tender Offer for the Company's Shares by Toyota Fudosan Co., Ltd.”; the 12 February 2026 notice titled “(Change) Partial Change to the ‘Notice Concerning the Expression of an Opinion in Favor of and Recommendation to Tender in the Tender Offer for the Company's Shares by Toyota Fudosan Co., Ltd.’”; partial changes to the notice with the same title dated 2 March 2026 and 6 March 2026; and the 24 March 2026 notice titled “Notice Concerning the Results of the Tender Offer for the Company's Shares by Toyota Fudosan Co., Ltd. and Changes in the Parent Company, Major Shareholders and Major Shareholder that is the Largest Shareholder.” |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 12 May 2026. The company is scheduled to be delisted on 1 June 2026. The share consolidation is scheduled to take effect on 3 June 2026. An application for court approval to sell the fractional shares is expected to be filed around mid-June 2026, the shares are expected to be sold to the tender offeror from around late June through early July 2026, and the sale proceeds are expected to be distributed to shareholders around late August 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Because the tender offeror was unable to acquire all of the shares subject to the Tender Offer through the tender offer, to eliminate shareholders other than the tender offeror and Toyota Motor Corporation and achieve the tender offeror's acquisition of all shares of the company and the taking-private of the company's shares.
How to read this page
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