Decision and Details
Share delivery with 株式会社FW as the share delivery subsidiary
To ensure the fairness and appropriateness of the share delivery ratio, the company referred to the valuation by an independent third-party valuation agency and determined that the ratio was appropriate after comprehensively considering FW's financial condition, asset position, future outlook and other factors. In addition, acquiring at least 274 shares would give it all of the voting rights in FW.
| Item | Details |
|---|---|
| Matter Covered | Share delivery with 株式会社FW as the share delivery subsidiary |
| Decision Date | 13 May 2026 (date the share delivery plan was prepared) |
| Implementation Date | 9 June 2026 (scheduled effective date) |
| Amount | Increase in stated capital: ¥76,518,540; increase in capital surplus: ¥76,518,540; increase in legal capital surplus: ¥0; FW share valuation range: ¥0–¥3,107,511 per share; インバウンドテック share valuation range: ¥618–¥642 per share |
| Quantity / scale | Minimum number of FW ordinary shares to be acquired: 274; FW's total number of issued shares is expected to be 12,000 immediately before the effective date (274 ordinary shares, 10,000 Class A preferred shares and 1,726 Class B preferred shares); share delivery ratio: 1,384 ordinary shares of インバウンドテック for each ordinary share of FW; number of shares to be delivered: 379,216 (scheduled, comprising 136,300 treasury shares and 242,916 newly issued shares); 15.0% of the total number of issued shares as of the record date |
| Reason | To ensure the fairness and appropriateness of the share delivery ratio, the company referred to the valuation by an independent third-party valuation agency and determined that the ratio was appropriate after comprehensively considering FW's financial condition, asset position, future outlook and other factors. In addition, acquiring at least 274 shares would give it all of the voting rights in FW. |
| Governing Rule | Article 816-2, Paragraph 1 of the Companies Act; Article 213-2 of the Ordinance for Enforcement of the Companies Act; Articles 774-3, 816-4, Paragraph 1, 234 and 192, Paragraph 1 of the Companies Act |
| Future plans | Applications to transfer FW ordinary shares are scheduled to be accepted on 8 June 2026; the share delivery is scheduled to become effective on 9 June 2026; FW's stock acquisition rights and other rights are scheduled to be exercised or waived by the day before the effective date |
Items this document does not state (4)
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.The company determined that the allocation terms were appropriate and would benefit its shareholders after considering the valuation by an independent third-party valuation agency to ensure the fairness and appropriateness of the share delivery ratio, and discussing the matter comprehensively based on FW's financial and asset positions, future outlook and other factors. In addition, acquiring at least 274 shares would give it all of the voting rights in FW.