Worth reading
39Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
406580
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Details of issuance or disposal
Share consolidation, abolition of the provisions on the number of shares constituting one unit, and partial amendments to the Articles of Incorporation
Intended allottee
Nice Corporation (expected to purchase the shares corresponding to the fractional shares)
Basis for determining the amount to be paid
The amount to be paid for the fractional shares resulting from the share consolidation will be ¥601 per share, the same as the tender offer price. Although the premium or discount to the market price and other measures is stated, it does not represent the payment amount for the share consolidation.
Procedures under the Corporate Code of Conduct
Establishment of an independent special committee; appointment of independent financial advisers, a third-party valuation institution, and legal advisers; obtaining a share valuation report; obtaining an opinion letter and additional opinion letter from the special committee; and consideration and resolutions by directors and Audit & Supervisory Board members with no conflicts of interest
| Item | Details |
|---|---|
| Type of issuance or disposal | Share consolidation, abolition of the provisions on the number of shares constituting one unit, and partial amendments to the Articles of Incorporation |
| Intended allottee | Nice Corporation (expected to purchase the shares corresponding to the fractional shares) |
| Total number of issued shares | 1,110,413 shares before the effective date → 2 shares after the effective date |
| Basis for determining the amount to be paid | The amount to be paid for the fractional shares resulting from the share consolidation will be ¥601 per share, the same as the tender offer price. Although the premium or discount to the market price and other measures is stated, it does not represent the payment amount for the share consolidation. |
| Procedures under the Corporate Code of Conduct | Establishment of an independent special committee; appointment of independent financial advisers, a third-party valuation institution, and legal advisers; obtaining a share valuation report; obtaining an opinion letter and additional opinion letter from the special committee; and consideration and resolutions by directors and Audit & Supervisory Board members with no conflicts of interest |
Items this document does not state (23)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateExercise 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 underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance
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 to fractions of less than 1 share, leaving the tender offeror as the sole shareholder and making the Company a wholly owned subsidiary and taking it private. The tender offeror and the Company aim to integrate their business platforms and sales and logistics networks, optimize the entire supply chain, accelerate decision-making, and improve the earnings structure, among other objectives.
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.