Decision and Details
Board of Directors of Matsuya R&D Co., Ltd.Approval of a demand for sale of shares, etc. by a special controlling shareholder
The transaction will make Matsuya R&D a wholly owned subsidiary of OMRON HEALTHCARE and achieve business synergies, secure human resources, and reduce listing-maintenance costs. The fairness of the consideration, availability of funds for payment, and appropriateness of the payment method are also cited as reasons for the approval.
No specific amount of the impact on results from the demand for sale of shares, etc. is disclosed. The Company explains that listing-maintenance costs and human resources can be reallocated to business activities.
| Item | Details |
|---|---|
| Matter Covered | Approval of a demand for sale of shares, etc. by a special controlling shareholder |
| Decision-Making Body | Board of Directors of Matsuya R&D Co., Ltd. |
| Decision Date | 25 June 2026 |
| Implementation Date | 22 July 2026 (scheduled acquisition date) |
| Amount | Consideration for the shares subject to the sale demand: ¥1,110 per share; consideration for the stock acquisition rights subject to the sale demand: ¥717,600 per right |
| Quantity / scale | As of 19 June 2026, OMRON HEALTHCARE held 20,732,655 shares and other securities, representing an ownership ratio of 95.88%. As of 31 March 2026, there were 252 First Series Stock Acquisition Rights, representing 201,600 underlying shares. |
| Impact on Business Performance | No specific amount of the impact on results from the demand for sale of shares, etc. is disclosed. The Company explains that listing-maintenance costs and human resources can be reallocated to business activities. |
| Reason | The transaction will make Matsuya R&D a wholly owned subsidiary of OMRON HEALTHCARE and achieve business synergies, secure human resources, and reduce listing-maintenance costs. The fairness of the consideration, availability of funds for payment, and appropriateness of the payment method are also cited as reasons for the approval. |
| Governing Rule | Article 179, paragraphs 1 and 2; Article 179-2, paragraph 1; and Article 179-5, paragraph 1 of the Companies Act, and Article 33-5, paragraph 1 and Article 33-7 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | “Notice Regarding the Issuance of an Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Share Certificates, etc. by OMRON HEALTHCARE Co., Ltd.,” dated 18 May 2026; “Summary of Financial Results for the Fiscal Year Ended March 2026 [Japanese GAAP] (Consolidated),” announced on 13 May 2026 |
| Future plans | The shares are expected to be designated as securities under supervision through 16 July 2026 and delisted from the Growth Market of the Tokyo Stock Exchange on 17 July 2026. The consideration will be delivered within a reasonable period after the acquisition date. |
Items this document does not state (1)
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 transaction is expected to make the Company a wholly owned subsidiary of OMRON HEALTHCARE, expand product development and business relationships in the medical healthcare business, strengthen automation technologies and global sales in the safety systems business, secure human resources by leveraging the OMRON brand, and reduce the costs of maintaining the listing. The Company also determined that the consideration is identical to the tender offer price, measures have been taken to ensure fairness, and the funds required for payment are expected to be secured.