Worth reading
38Recurring
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
23500000
Share consolidation ratio: 23,500,000 shares into 1 shareWording
Conditional
How definitive the wording is.Details of issuance or disposal
Share consolidation, abolition of the provisions on the number of shares constituting one unit, and partial amendments to the Articles of Incorporation
発行・処分する株式数
Consolidation of 23,500,000 common shares into 1 share
Intended allottee
not applicable (share consolidation)
発行済株式総数
not applicable (share consolidation)
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Offering structure
Major shareholders after the offering
BCPE Meta Cayman L.P. (74.91% ownership after settlement of the tender offer)
Stock Split Rationot applicable (share consolidation)
Intended allottee's holding policy
not applicable (share consolidation)
Reason for acquisition without consideration
The company plans to acquire 330,000 shares held by BBT without consideration as treasury shares
Basis for determining the amount to be paid
not applicable (share consolidation)
Procedures under the Corporate Code of Conduct
A share valuation report from the independent third-party valuation institution Mizuho Securities, advice from the independent law firm TMI Associates, the establishment of an independent special committee and receipt of its report, approval by all 8 directors without conflicts of interest, and no objections from all 3 Audit & Supervisory Board Members
Impact on Business Performance
The company is expected to be delisted upon implementation of the share consolidation. The disclosure states that taking the company private will enable the implementation of medium- to long-term initiatives, reduction of listing maintenance costs, and concentration of management resources on business growth.
| Item | Details |
|---|---|
| Type of issuance or disposal | Share consolidation, abolition of the provisions on the number of shares constituting one unit, and partial amendments to the Articles of Incorporation |
| Number of shares to be issued or disposed of | Consolidation of 23,500,000 common shares into 1 share |
| Intended allottee | not applicable (share consolidation) |
| Intended allottee's holding policy | not applicable (share consolidation) |
| Dilution Rate | not applicable (share consolidation) |
| Total number of issued shares | 94,177,920 shares (before the share consolidation takes effect) → 4 shares (after the effective date)（Decrease of approximately 99.9999957%） |
| Basis for determining the amount to be paid | not applicable (share consolidation) |
| Reason for acquisition without consideration | The company plans to acquire 330,000 shares held by BBT without consideration as treasury shares |
| Stock Split Ratio | not applicable (share consolidation) |
| Procedures under the Corporate Code of Conduct | A share valuation report from the independent third-party valuation institution Mizuho Securities, advice from the independent law firm TMI Associates, the establishment of an independent special committee and receipt of its report, approval by all 8 directors without conflicts of interest, and no objections from all 3 Audit & Supervisory Board Members |
| Major shareholders after the offering | BCPE Meta Cayman L.P. (74.91% ownership after settlement of the tender offer) |
| Impact on Business Performance | The company is expected to be delisted upon implementation of the share consolidation. The disclosure states that taking the company private will enable the implementation of medium- to long-term initiatives, reduction of listing maintenance costs, and concentration of management resources on business growth. |
Items this document does not state (16)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financing
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 make the shares of the company private by reducing the shares held by shareholders other than the tender offeror to fractions of less than 1 share, leaving the tender offeror as the sole shareholder. The company states that taking the company private will enable it to implement medium- to long-term initiatives, enhance corporate value, and reduce the costs of maintaining its listing and the management burden.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.