Worth reading
78Important
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
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Decision and Details
Board of directors (resolution on 27 April 2026), subject to approval at the extraordinary general meeting of shareholdersPrior disclosure matters relating to the share consolidation (this share consolidation)
Decision27 April 2026 (date of the Board of Directors resolution)
Period CoveredFrom 18 June 2026 onward (effectiveness of the share consolidation)
Implementation18 June 2026 (scheduled effective date)
Going forwardExtraordinary general meeting of shareholders scheduled for 27 May 2026; delisting scheduled for 16 June 2026; treasury shares scheduled to be cancelled on 17 June 2026; share consolidation scheduled to become effective on 18 June 2026; application to the court for permission to sell fractional shares scheduled to be filed around late June to early July 2026; sale to the tender offeror expected around July 2026; sale proceeds expected to be paid to shareholders around late September 2026
AmountProceeds from the sale of fractional shares: based on ¥2,200 per share; financing provided to the tender offeror: up to ¥150 billion
Quantity / scaleConsolidation of 23,500,000 shares into 1 share; total number of authorized shares on the effective date: 16; 7,596,780 treasury shares scheduled to be cancelled as of 17 June 2026; total number of issued shares after the cancellation: 94,177,920; shares held by the tender offeror: 70,792,445 (ownership ratio: 74.91%)
Reason
As the tender offeror was unable to acquire all of the company's shares through the tender offer, to make the tender offeror the company's sole shareholder, take the company's shares private and delist them
Impact on Business Performance
No impact on results stated
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure matters relating to the share consolidation (this share consolidation) |
| Decision-Making Body | Board of directors (resolution on 27 April 2026), subject to approval at the extraordinary general meeting of shareholders |
| Decision Date | 27 April 2026 (date of the Board of Directors resolution) |
| Implementation Date | 18 June 2026 (scheduled effective date) |
| Period Covered | From 18 June 2026 onward (effectiveness of the share consolidation) |
| Amount | Proceeds from the sale of fractional shares: based on ¥2,200 per share; financing provided to the tender offeror: up to ¥150 billion |
| Quantity / scale | Consolidation of 23,500,000 shares into 1 share; total number of authorized shares on the effective date: 16; 7,596,780 treasury shares scheduled to be cancelled as of 17 June 2026; total number of issued shares after the cancellation: 94,177,920; shares held by the tender offeror: 70,792,445 (ownership ratio: 74.91%) |
| Impact on Business Performance | No impact on results stated |
| Reason | As the tender offeror was unable to acquire all of the company's shares through the tender offer, to make the tender offeror the company's sole shareholder, take the company's shares private and delist them |
| Governing Rule | Article 180, paragraph 2; Article 182-2, paragraph 1; and Article 235 of the Companies Act, and Article 33-9 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | 5 February 2026: “Notice of Opinion in Favor of and Recommendation to Tender Shares in Connection with the MBO”; 24 March 2026: “Notice of Partial Changes to the ‘Notice of Opinion in Favor of and Recommendation to Tender Shares in Connection with the MBO’”; 8 April 2026: “Notice of Results of the Tender Offer for the Company's Shares by BCPE Meta Cayman L.P. and Changes in Parent Company and Major Shareholder, the Largest Shareholder”; 5 February 2026: “Notice of Revision to the Dividend Forecast for the Fiscal Year Ending March 2026 (No Dividend) and Abolition of the Shareholder Benefit Program” |
| Future plans | Extraordinary general meeting of shareholders scheduled for 27 May 2026; delisting scheduled for 16 June 2026; treasury shares scheduled to be cancelled on 17 June 2026; share consolidation scheduled to become effective on 18 June 2026; application to the court for permission to sell fractional shares scheduled to be filed around late June to early July 2026; sale to the tender offeror expected around July 2026; sale proceeds expected to be paid to shareholders around late September 2026 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As the tender offeror was unable to acquire all of the company's shares through the tender offer, this measure will be implemented as part of a series of procedures to make the tender offeror the company's sole shareholder, take the company's shares private and delist them.
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