Decision by Omron Healthcare Co., Ltd. to Make a Request for the Sale of Shares, etc. of Matsuya R&D Co.,Ltd, Approval of the Request for the Sale of Shares, etc. and Delisting of Matsuya R&D Co.,Ltd Shares
Matsuya R&D Co.,Ltd (filing company), Omron Healthcare Co., Ltd. (special controlling shareholder)
Matsuya R&D Co.,Ltd ordinary shares, these stock acquisition rights, and the Tokyo Stock Exchange Growth Market
As a result of the successful tender offer, Omron Healthcare became a special controlling shareholder holding 90% or more of the voting rights of all shareholders. The transaction is intended to make Matsuya R&D Co.,Ltd a wholly owned subsidiary as part of the transaction.
Related procedures
Request for the sale of shares, etc. (the second-step procedure of a two-step acquisition under Article 179 of the Companies Act)
Tokyo Stock Exchange, Inc. (delisting criteria and designation for delisting)
¥1,110 per ordinary share and ¥717,600 per stock acquisition right
The amount of the impact on financial results and the accounting classification are Not disclosed. The sale consideration is ¥1,110 per ordinary share and ¥717,600 per stock acquisition right.
Any revision to or impact on the earnings forecast is Not disclosed.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
20,732,655 shares, representing 95.88% of the voting rights (the reference date used to calculate the ownership ratio is 31 March 2026; Omron Healthcare is scheduled to acquire the shares on 22 July 2026)
Company response
A special committee independent of Matsuya R&D Co.,Ltd, the shareholders that agreed to tender their shares and Omron Healthcare was established on 13 August 2025. The chair is Nishikimi Mitsuhiro (錦見 光弘), and the members are Nishikimi Mitsuhiro (錦見 光弘), Sasaki Yutaka (佐々木 豊) and Uruma Keigo (漆間 圭吾).
The shares will be designated for delisting through 16 July 2026 and are scheduled to be delisted on 17 July 2026. The acquisition is scheduled for 22 July 2026. Following approval, Matsuya R&D Co.,Ltd and Omron Healthcare plan to discuss and consider the management policies and management structure.
| Item | Details |
|---|---|
| Event name | Decision by Omron Healthcare Co., Ltd. to Make a Request for the Sale of Shares, etc. of Matsuya R&D Co.,Ltd, Approval of the Request for the Sale of Shares, etc. and Delisting of Matsuya R&D Co.,Ltd Shares |
| Date of occurrence | 25 June 2026 (date the notice of the request for sale was received and date of the resolution approving it by the board of directors) |
| Date recognized / date notice received | 25 June 2026 |
| Subject Entity | Matsuya R&D Co.,Ltd (filing company), Omron Healthcare Co., Ltd. (special controlling shareholder) |
| Target Locations / Products | Matsuya R&D Co.,Ltd ordinary shares, these stock acquisition rights, and the Tokyo Stock Exchange Growth Market |
| Cause | As a result of the successful tender offer, Omron Healthcare became a special controlling shareholder holding 90% or more of the voting rights of all shareholders. The transaction is intended to make Matsuya R&D Co.,Ltd a wholly owned subsidiary as part of the transaction. |
| Amount of Impact on Business Performance | The amount of the impact on financial results and the accounting classification are Not disclosed. The sale consideration is ¥1,110 per ordinary share and ¥717,600 per stock acquisition right. |
| Impact on Earnings Forecast | Any revision to or impact on the earnings forecast is Not disclosed. |
| Type of litigation or proceeding | Request for the sale of shares, etc. (the second-step procedure of a two-step acquisition under Article 179 of the Companies Act) |
| Court or authority | Tokyo Stock Exchange, Inc. (delisting criteria and designation for delisting) |
| Date of filing / date of action | 25 June 2026 (date of the request for sale and date of the resolution approving it by the board of directors) |
| Claim amount / surcharge amount | ¥1,110 per ordinary share and ¥717,600 per stock acquisition right |
| Investigation structure | A special committee independent of Matsuya R&D Co.,Ltd, the shareholders that agreed to tender their shares and Omron Healthcare was established on 13 August 2025. The chair is Nishikimi Mitsuhiro (錦見 光弘), and the members are Nishikimi Mitsuhiro (錦見 光弘), Sasaki Yutaka (佐々木 豊) and Uruma Keigo (漆間 圭吾). |
| Voting rights ownership percentage after the change | 20,732,655 shares, representing 95.88% of the voting rights (the reference date used to calculate the ownership ratio is 31 March 2026; Omron Healthcare is scheduled to acquire the shares on 22 July 2026) |
| Outlook | The shares will be designated for delisting through 16 July 2026 and are scheduled to be delisted on 17 July 2026. The acquisition is scheduled for 22 July 2026. Following approval, Matsuya R&D Co.,Ltd and Omron Healthcare plan to discuss and consider the management policies and management structure. |
Items this document does not state (10)
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 request for the sale of shares, etc. is being made to make Matsuya R&D Co.,Ltd a wholly owned subsidiary of Omron Healthcare as the second step of the two-step acquisition following the tender offer. The company explains that becoming a wholly owned subsidiary is expected to generate synergies through new product development, overseas sales, automation and talent acquisition, as well as reduce the costs of maintaining its listing, while it will lose the advantages available to a listed company, such as equity financing.