Komori
M&A and Subsidiary Changes6736SUNCORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding the Receipt of Shares in Cellebrite, an Equity-Method Affiliate of the Company

As the conditions for the consideration adjustment established at Cellebrite's listing were met, the company became entitled to receive 3,489,202 Cellebrite shares at no cost. Including shares received to date, the total number of shares received will be 10,467,606.

Worth reading
33Immaterial
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
3489202
Shares
Wording
Definitive
How definitive the wording is.

This transaction

本対価調整
Counterparty (target company)Cellebrite DI Ltd
Disclosing companySUNCORPORATION
Subject of this transactionNumber of shares acquired 3,489,202株、議決権の数はNot disclosed
TimelineThe spacing between the points is proportional to the actual number of days.1385 days from 締結 to 決議.
Consideration and expenses
Acquisition priceNo consideration
Type of Consideration株式(無償交付)
Impact on Business Performance

営業利益の予測に変更はございません

Procedures and assumptions
Conditions Precedent to Execution2024年11月1日に17.5米ドルの条件を満たしたこと
This transaction
ItemDetails
Transaction name本対価調整
Counterparty nameCellebrite DI Ltd
Name of the Subject CompanyCellebrite DI Ltd
Acquisition priceNo consideration
Type of Consideration株式(無償交付)
Number of shares acquired3,489,202株、議決権の数はNot disclosed
Impact on Business Performance営業利益の予測に変更はございません
Date of board resolution2025年1月22日
Contract Date2021年4月8日(逆三角合併契約)
Conditions Precedent to Execution2024年11月1日に17.5米ドルの条件を満たしたこと
Items this document does not state (22)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Execution Date / Effective DateValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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.

Cellebrite社のNASDAQ Global Select Market上場に伴う対価調整について、2024年11月1日にCellebrite社株式の売買高加重平均価格(VWAP)が17.5米ドルの条件を満たしたため。

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.
Notice Regarding the Receipt of Shares in Cellebrite, an Equity-Method Affiliate of the Company | SUNCORPORATION (6736) timely disclosure | Komori