Decision and Details
Board of Directors (dated 1 May 2026) and extraordinary general meeting of shareholders (approval expected)Share consolidation
Because not all of the Company's shares could be acquired through the tender offer, to make the tender offeror the sole shareholder and take the Company's shares private.
No specific impact on earnings has been disclosed. The disclosure states that taking the Company private will enable investment and faster decision-making without being constrained by short-term profits, while potentially causing a deterioration in short-term operating performance and financial condition.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation |
| Decision-Making Body | Board of Directors (dated 1 May 2026) and extraordinary general meeting of shareholders (approval expected) |
| Decision Date | 1 May 2026 (Board of Directors resolution) |
| Implementation Date | 27 June 2026 (Saturday), scheduled (effective date of the share consolidation) |
| Period Covered | From the effective date of 27 June 2026 until the Company's shares are taken private |
| Amount | Cash expected to be paid to shareholders for fractional interests: number of shares held × ¥726 |
| Quantity / scale | Consolidation of 2,401,045 common shares into 1 share; total number of authorized shares on the effective date: 12 shares |
| Impact on Business Performance | No specific impact on earnings has been disclosed. The disclosure states that taking the Company private will enable investment and faster decision-making without being constrained by short-term profits, while potentially causing a deterioration in short-term operating performance and financial condition. |
| Reason | Because not all of the Company's shares could be acquired through the tender offer, to make the tender offeror the sole shareholder and take the Company's shares private. |
| Governing Rule | Companies Act, Articles 180, 182-2, Paragraph 1, 234, Paragraph 2, and 235; Ordinance for Enforcement of the Companies Act, Article 33-9 |
| Related previous disclosures | “Notice Concerning the Implementation of an MBO and Recommendation to Tender” dated 3 February 2025; “Notice Concerning the Results of the Tender Offer for the Company's Shares by 株式会社バロン and Changes in the Parent Company, Principal Shareholder, Largest Shareholder among Principal Shareholders and Principal Shareholders” dated 14 April 2026 |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 5 June 2026; delisting is scheduled for 25 June 2026; following the effective date, the Company plans to apply to the court for permission to sell the fractional shares around mid-July 2026, sell the fractional shares to 株式会社バロン around mid-August 2026, and pay the proceeds to shareholders around late September 2026 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Because not all of the Company's shares could be acquired through the tender offer, to make the tender offeror the sole shareholder and take the Company's shares private.