Worth reading
30Immaterial
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
2401045
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Details of issuance or disposal
Reverse stock split (2,401,045 common shares consolidated into 1 share) and abolition of provisions on share units
発行・処分する株式数
7,791,401 shares before the reverse stock split; 3 shares after the reverse stock split (a decrease of 7,791,398 shares)
Intended allottee
株式会社バロン (purchaser of the fractional shares)
Offering structure
Major shareholders after the offering
株式会社バロン (expected to become the sole shareholder following the reverse stock split)
Stock Split RatioReverse stock split: 2,401,045 shares consolidated into 1 share, effective 27 June 2026 (scheduled)
Categories and Number of Persons Covered
4 directors, holding a total of 6,000 shares (scheduled to be acquired without consideration as treasury shares)
Reason for acquisition without consideration
The Company plans to acquire without consideration, as treasury shares, 6,000 shares held by 4 directors as restricted stock-based compensation.
Basis for determining the amount to be paid
Subject to court approval, the sale price of the fractional shares is expected to be set at the same price as the tender offer price of ¥726 per share.
Procedures under the Corporate Code of Conduct
Approval at an extraordinary general meeting of shareholders; review and recommendations by an independent special committee; a valuation of the shares by J-TAP, an independent third-party valuation institution; and advice from an independent legal adviser
| Item | Details |
|---|---|
| Type of issuance or disposal | Reverse stock split (2,401,045 common shares consolidated into 1 share) and abolition of provisions on share units |
| Number of shares to be issued or disposed of | 7,791,401 shares before the reverse stock split; 3 shares after the reverse stock split (a decrease of 7,791,398 shares) |
| Intended allottee | 株式会社バロン (purchaser of the fractional shares) |
| Total number of issued shares | 7,791,401 shares → 3 shares |
| Basis for determining the amount to be paid | Subject to court approval, the sale price of the fractional shares is expected to be set at the same price as the tender offer price of ¥726 per share. |
| Reason for acquisition without consideration | The Company plans to acquire without consideration, as treasury shares, 6,000 shares held by 4 directors as restricted stock-based compensation. |
| Categories and Number of Persons Covered | 4 directors, holding a total of 6,000 shares (scheduled to be acquired without consideration as treasury shares) |
| Stock Split Ratio | Reverse stock split: 2,401,045 shares consolidated into 1 share, effective 27 June 2026 (scheduled) |
| Procedures under the Corporate Code of Conduct | Approval at an extraordinary general meeting of shareholders; review and recommendations by an independent special committee; a valuation of the shares by J-TAP, an independent third-party valuation institution; and advice from an independent legal adviser |
| Major shareholders after the offering | 株式会社バロン (expected to become the sole shareholder following the reverse stock split) |
Items this document does not state (18)
Issue 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 restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financingImpact 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 convert shareholders other than the tender offeror into fractional shareholders through the reverse stock split and privatize the Company, leaving the tender offeror as its sole shareholder. The Company explains that privatization will enable it to make swift decisions aimed at improving corporate value over the medium to long term, without being constrained by short-term profits, and to pursue expansion of new businesses, M&A and other initiatives.
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.