Decision and Details
Share exchange with 株式会社メタルクリエイション
The exchange ratio was deemed appropriate because, to ensure its fairness and appropriateness, the companies commissioned an independent valuation institution to perform a valuation and, following discussions based on the valuation results and the financial condition, asset position, financial forecasts and other future outlook of both companies, determined that the ratio was appropriate.
| Item | Details |
|---|---|
| Matter Covered | Share exchange with 株式会社メタルクリエイション |
| Decision Date | 17 August 2026 (date the share exchange agreement was executed) |
| Implementation Date | 2 October 2026 (scheduled effective date) |
| Amount | Increase in stated capital: ¥0; increase in capital reserve: the minimum amount required under applicable laws and regulations; increase in retained earnings reserve: ¥0 |
| Quantity / scale | Share exchange ratio: 日本創発グループ 1: メタルクリエイション 1,700; 日本創発グループ common shares to be delivered: 836,400 |
| Reason | The exchange ratio was deemed appropriate because, to ensure its fairness and appropriateness, the companies commissioned an independent valuation institution to perform a valuation and, following discussions based on the valuation results and the financial condition, asset position, financial forecasts and other future outlook of both companies, determined that the ratio was appropriate. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 234 of the Companies Act; Article 795, Paragraph 1 of the Companies Act; Article 796, Paragraph 2 of the Companies Act; Article 796, Paragraph 3 of the Companies Act; Article 197 of the Ordinance for Enforcement of the Companies Act; Article 799, Paragraph 1 of the Companies Act |
| Future plans | The share exchange is scheduled to take effect on 2 October 2026. メタルクリエイション will seek shareholder approval of the agreement at a general meeting of shareholders by the day before the effective date. If necessary, the effective date may be changed by discussion and agreement between both companies. |
Items this document does not state (4)
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 ensure the fairness and appropriateness of the share exchange ratio, the companies commissioned an independent valuation institution to perform a valuation. Following discussions based on the valuation results and the financial condition, asset position, financial forecasts and other future outlook of both companies, they determined that the exchange ratio was appropriate. The amount of stated capital and reserves was determined after comprehensively considering the financial condition, the implementation of flexible capital policies and other factors.