Worth reading
31Immaterial
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
1290250
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Details of issuance or disposal
Share consolidation, abolition of 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 1,290,250 common shares into 1 share
Offering structure
Major shareholders after the offering
The tender offeror and Honda Motor Co., Ltd. are expected to be the only major shareholders (the tender offeror is expected to hold 81.00% and Honda Motor Co., Ltd. 19.00% of the voting rights).
Stock Split RatioShare consolidation: 1,290,250 shares consolidated into 1 share. Effective date: 12 June 2026 (scheduled)
Procedures under the Corporate Code of Conduct
The proposal will be submitted to an extraordinary general meeting of shareholders scheduled for 15 May 2026. The Company established an independent special committee and obtained an opinion letter dated 29 August 2025 and a supplemental opinion letter dated 5 February 2026. The Company also obtained a share valuation report and a fairness opinion from an independent third-party valuation institution.
Impact on Business Performance
The Company believes that the transaction will enable medium- to long-term initiatives without being constrained by short-term performance, effective use of management resources, and greater flexibility and speed in decision-making. No specific monetary impact is stated.
| Item | Details |
|---|---|
| Type of issuance or disposal | Share consolidation, abolition of 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 1,290,250 common shares into 1 share |
| Total number of issued shares | 14,818,050 shares (before the share consolidation becomes effective and after cancellation of 1,950 treasury shares) → 11 shares (after the share consolidation becomes effective)（Approximately 99.9999% decrease） |
| Stock Split Ratio | Share consolidation: 1,290,250 shares consolidated into 1 share. Effective date: 12 June 2026 (scheduled) |
| Procedures under the Corporate Code of Conduct | The proposal will be submitted to an extraordinary general meeting of shareholders scheduled for 15 May 2026. The Company established an independent special committee and obtained an opinion letter dated 29 August 2025 and a supplemental opinion letter dated 5 February 2026. The Company also obtained a share valuation report and a fairness opinion from an independent third-party valuation institution. |
| Major shareholders after the offering | The tender offeror and Honda Motor Co., Ltd. are expected to be the only major shareholders (the tender offeror is expected to hold 81.00% and Honda Motor Co., Ltd. 19.00% of the voting rights). |
| Impact on Business Performance | The Company believes that the transaction will enable medium- to long-term initiatives without being constrained by short-term performance, effective use of management resources, and greater flexibility and speed in decision-making. No specific monetary impact is stated. |
Items this document does not state (21)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories 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 reduce the shares held by shareholders other than the tender offeror and Honda Motor Co., Ltd. to fractions of less than 1 share, privatize the Company and make it a consolidated subsidiary of the tender offeror. The Company explains that privatization will enable it to pursue medium- to long-term management initiatives without being constrained by short-term performance, diversify its customers and products, make effective use of management resources, and accelerate decision-making.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.