Worth reading
80Important
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
510791
Shares (number of shares scheduled to be delivered)Wording
Conditional
How definitive the wording is.Decision and Details
The boards of directors of Orchestra Holdings and Sharing InnovationsMatters subject to prior disclosure relating to the share exchange
Decision25 August 2026 (board resolutions and execution of the share exchange agreement)
Period CoveredFrom 30 November 2026 onward (Sharing Innovations will become a wholly owned subsidiary of Orchestra Holdings)
Implementation30 November 2026 (scheduled effective date of the share exchange)
Going forwardSharing Innovations plans to cancel all 49,700 treasury shares by the day before the effective date. Sharing Innovations' extraordinary general meeting of shareholders is scheduled for 26 October 2026. The final trading date is 25 November 2026, the delisting date is 26 November 2026, and the effective date of the share exchange is scheduled for 30 November 2026. If a material change occurs in the assumptions underlying the valuation, the share exchange ratio may be changed by agreement between the two companies.
AmountIncrease in stated capital: ¥0; increase in earned reserve: ¥0; the amount of the capital reserve will be separately determined by Orchestra Holdings in accordance with Article 39 of the Ordinance on Company Accounting; terminal value: ¥593 million–¥1,380 million; WACC: 12.5%–14.2%
Quantity / scaleThe share exchange ratio is 0.478 Orchestra Holdings shares for each Sharing Innovations share; 510,791 shares are scheduled to be issued; no shares will be allocated for the 2,675,000 Sharing Innovations shares held by Orchestra Holdings; all 49,700 treasury shares held by Sharing Innovations are scheduled to be cancelled; 32,492 stock acquisition rights covering 324,920 shares; Orchestra Holdings' voting rights ownership ratio: 71.46% (as of 25 August 2026); Sharing Innovations' scheduled delisting date: 26 November 2026; scheduled final trading date: 25 November 2026
Reason
The decision was made in response to the decline in Sharing Innovations' investment capacity and other factors. Based on the valuation conducted by an independent valuation firm, advice from legal counsel, due diligence and the special committee's opinion, the companies determined that the share exchange ratio was appropriate and would serve shareholders' interests.
Impact on Business Performance
No specific impact on earnings or financial condition resulting from the share exchange has been disclosed. The companies believe that trading opportunities and liquidity will continue to be provided through Orchestra Holdings shares after the share exchange.
| Item | Details |
|---|---|
| Matter Covered | Matters subject to prior disclosure relating to the share exchange |
| Decision-Making Body | The boards of directors of Orchestra Holdings and Sharing Innovations |
| Decision Date | 25 August 2026 (board resolutions and execution of the share exchange agreement) |
| Implementation Date | 30 November 2026 (scheduled effective date of the share exchange) |
| Period Covered | From 30 November 2026 onward (Sharing Innovations will become a wholly owned subsidiary of Orchestra Holdings) |
| Amount | Increase in stated capital: ¥0; increase in earned reserve: ¥0; the amount of the capital reserve will be separately determined by Orchestra Holdings in accordance with Article 39 of the Ordinance on Company Accounting; terminal value: ¥593 million–¥1,380 million; WACC: 12.5%–14.2% |
| Quantity / scale | The share exchange ratio is 0.478 Orchestra Holdings shares for each Sharing Innovations share; 510,791 shares are scheduled to be issued; no shares will be allocated for the 2,675,000 Sharing Innovations shares held by Orchestra Holdings; all 49,700 treasury shares held by Sharing Innovations are scheduled to be cancelled; 32,492 stock acquisition rights covering 324,920 shares; Orchestra Holdings' voting rights ownership ratio: 71.46% (as of 25 August 2026); Sharing Innovations' scheduled delisting date: 26 November 2026; scheduled final trading date: 25 November 2026 |
| Impact on Business Performance | No specific impact on earnings or financial condition resulting from the share exchange has been disclosed. The companies believe that trading opportunities and liquidity will continue to be provided through Orchestra Holdings shares after the share exchange. |
| Reason | The decision was made in response to the decline in Sharing Innovations' investment capacity and other factors. Based on the valuation conducted by an independent valuation firm, advice from legal counsel, due diligence and the special committee's opinion, the companies determined that the share exchange ratio was appropriate and would serve shareholders' interests. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 193 of the Regulation for Enforcement of the Companies Act; Article 768, paragraph 1, items 2 through 5 of the Companies Act; Article 799, paragraph 1 of the Companies Act; Article 785, paragraph 1 of the Companies Act; Article 192, paragraph 1 of the Companies Act; Article 234 of the Companies Act; Article 39 of the Ordinance on Company Accounting; delisting criteria for the Tokyo Stock Exchange Growth Market |
| Related previous disclosures | 14 November 2025, “Notice Concerning Revision of Full-Year Earnings Forecast”; 13 February 2026, “Summary of Financial Results for the Fiscal Year Ended December 2025 [Japanese GAAP] (Consolidated)”; 13 February 2026, “Notice Concerning Withdrawal of the Medium-Term Management Plan”; 25 August 2026, “Notice Concerning Execution of a Share Exchange Agreement for Orchestra Holdings Co., Ltd. to Make Sharing Innovations Co., Ltd. a Wholly Owned Subsidiary (Simplified Share Exchange)” |
| Future plans | Sharing Innovations plans to cancel all 49,700 treasury shares by the day before the effective date. Sharing Innovations' extraordinary general meeting of shareholders is scheduled for 26 October 2026. The final trading date is 25 November 2026, the delisting date is 26 November 2026, and the effective date of the share exchange is scheduled for 30 November 2026. If a material change occurs in the assumptions underlying the valuation, the share exchange ratio may be changed by agreement between the two companies. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.In response to the decline in Sharing Innovations' investment capacity and other factors, Orchestra Holdings will make Sharing Innovations a wholly owned subsidiary with Orchestra Holdings shares as consideration. The companies state that the transaction will preserve trading opportunities and liquidity after the exchange because the parent company's shares are listed on the Tokyo Stock Exchange Prime Market, and will enable shareholders to benefit from synergies resulting from the share exchange.
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