Decision and Details
The Company's Board of DirectorsShare consolidation (the share consolidation)
To make the tender offeror and カツコーポレーション the Company's only shareholders and take the Company's shares private.
No impact on earnings from the share consolidation itself is stated. It is stated that taking the Company private will reduce the costs of maintaining its listing, while potentially making it impossible to raise funds through equity financing.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation (the share consolidation) |
| Decision-Making Body | The Company's Board of Directors |
| Decision Date | 17 September 2026 |
| Implementation Date | 13 November 2026 (effective date, scheduled) |
| Amount | Tender offer price: ¥1,900 per share / Proceeds from the sale of fractional shares of less than 1 share: an amount equivalent to the number of shares held as recorded in the shareholder registry as of 12 November 2026 multiplied by ¥1,900 (scheduled) |
| Quantity / scale | 618,000 shares consolidated into 1 share; total number of authorized shares as of the effective date: 50; shares owned by the tender offeror: 5,466,270 (ownership ratio: 59.73%) |
| Impact on Business Performance | No impact on earnings from the share consolidation itself is stated. It is stated that taking the Company private will reduce the costs of maintaining its listing, while potentially making it impossible to raise funds through equity financing. |
| Reason | To make the tender offeror and カツコーポレーション the Company's only shareholders and take the Company's shares private. |
| Governing Rule | Companies Act, Article 180, Paragraph 2; Article 182-2, Paragraph 1; Article 234, Paragraph 2; Article 235; Ordinance for Enforcement of the Companies Act, Article 33-9 |
| Related previous disclosures | 10 July 2026: “Notice Regarding the Implementation of an MBO and Recommendation to Tender Shares”; 13 July 2026: “(Correction) Notice Regarding the Implementation of an MBO and Recommendation to Tender Shares”; 26 August 2026: “Notice Regarding the Results of the Tender Offer for the Company's Shares by 株式会社 Orsay and Changes in the Parent Company, Major Shareholders and Largest Shareholder among the Major Shareholders”; 17 September 2026: “Notice Regarding the Cancellation of Treasury Shares” |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 20 October 2026; treasury shares are scheduled to be cancelled on 12 November 2026; an application for the court's permission to sell the fractional shares is scheduled to be filed around late November 2026; the aggregate fractional shares are scheduled to be sold to 株式会社Orsay around mid- to late December 2026; the sale proceeds are scheduled to be paid to shareholders around late February 2027 |
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.To make 株式会社Orsay and 有限会社カツコーポレーション the Company's only shareholders following the tender offer and take the Company's shares private.