Decision and Details
The boards of directors of PPIH and Olympic GroupA share exchange under which PPIH will become the wholly owning parent company and Olympic Group the wholly owned subsidiary
The companies determined that the share exchange ratio was appropriate and would serve the interests of shareholders after comprehensively considering the valuation by a third-party valuation agency, advice from legal advisers, due diligence, and the financial and asset positions and future outlook of both companies. PPIH cited synergies from the management integration and the continued listing of PPIH shares as reasons.
The companies expect synergies from the management integration. No specific amount of the impact on business performance has been disclosed.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which PPIH will become the wholly owning parent company and Olympic Group the wholly owned subsidiary |
| Decision-Making Body | The boards of directors of PPIH and Olympic Group |
| Decision Date | 6 April 2026 |
| Implementation Date | 1 July 2026 (scheduled effective date) |
| Period Covered | From 1 July 2026 onward (after the share exchange takes effect) |
| Quantity / scale | Share exchange ratio: 1.18 PPIH common shares for each Olympic Group common share; shares to be issued: 27,105,250 (予定); total issued Olympic Group shares: 23,354,223; treasury shares: 383,672 |
| Impact on Business Performance | The companies expect synergies from the management integration. No specific amount of the impact on business performance has been disclosed. |
| Reason | The companies determined that the share exchange ratio was appropriate and would serve the interests of shareholders after comprehensively considering the valuation by a third-party valuation agency, advice from legal advisers, due diligence, and the financial and asset positions and future outlook of both companies. PPIH cited synergies from the management integration and the continued listing of PPIH shares as reasons. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, paragraph 1; Article 783, paragraph 1; Article 785, paragraph 1; Article 796, paragraphs 2 and 3; Article 799, paragraph 1; Article 234; Article 192, paragraph 1; Article 194, paragraph 1 of the Companies Act; and Article 39 of the Ordinance on Company Accounting |
| Related previous disclosures | The stock split and changes to the shareholder benefit program based on the board resolution dated 18 August 2025, and speculative magazine reports on 1 April 2026 concerning the sale of Olympic Group shares |
| Future plans | Olympic Group is scheduled to cancel all of its treasury shares by the day before the effective date. Olympic Group shares are scheduled to be delisted on 29 June 2026, with the final trading date scheduled for 26 June 2026. The share exchange is scheduled to take effect on 1 July 2026. |
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.After comprehensively considering the valuation by a third-party valuation agency, advice from legal advisers, due diligence, and the companies' financial and asset positions and future outlook, the two companies determined that the share exchange ratio was appropriate and would serve the interests of their respective shareholders. PPIH cited the specific synergies expected from the management integration and the fact that PPIH shares can be traded on the Tokyo Stock Exchange Prime Market, among other reasons.