Komori
Share Issuance and Disposal7940WAVELOCK HOLDINGS CO.,LTD.Materials and Chemicals

Notice Concerning a Reverse Stock Split, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

The Company plans to consolidate 819,100 shares into 1 share, reducing the total number of issued shares from 8,445,125 to 10. In connection with this, it will abolish the share unit system and amend its Articles of Incorporation to proceed with making the Company private and delisting its shares.

Worth reading
32Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
819100
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share Consolidation

発行・処分する株式数

Consolidation of common shares at a ratio of 819,100 shares to 1 share

Intended allottee
株式会社ATRA and 株式会社シティインデックスファースト (shareholders after the share consolidation)
Offering structure
Major shareholders after the offering
Name 株式会社ATRA / Shareholding ratio Not disclosedName 株式会社シティインデックスファースト / Shareholding ratio Not disclosed
Stock Split RatioConsolidation of 819,100 shares into 1 share. The effective date is 13 July 2026 (予定).
Basis for determining the amount to be paid
The expected cash payment for fractions of less than 1 share is ¥1,070. This represents a 47.79% premium to the closing price of ¥724 on 30 October 2025, a 51.99% premium to the average closing price of ¥704 over the most recent 1-month period, a 51.77% premium to the average closing price of ¥705 over the most recent 3-month period, and a 65.38% premium to the average closing price of ¥647 over the most recent 6-month period. It represents a 3.18% premium to the closing price of ¥1,037 on 19 May 2026 and a 1.52% premium to the average closing price of ¥1,054 over the most recent 1-month period, as well as a 2.55% discount to the average closing price of ¥1,098 over the most recent 3-month period and a 9.40% discount to the average closing price of ¥1,181 over the most recent 6-month period.
Procedures under the Corporate Code of Conduct
An independent third-party valuation report on the Company's share value from KPMG, advice from an independent law firm, and the establishment of a special committee comprising 3 independent outside directors, which has obtained an opinion report. A special resolution at a shareholders meeting is予定.
Impact on Business Performance
The Company expects that taking the Company private will reduce the costs of maintaining its listing and enable more effective use of management resources. On the other hand, business reforms and proactive upfront investment may create risks such as a short-term decline in profitability and deterioration in cash flow.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare Consolidation
Number of shares to be issued or disposed ofConsolidation of common shares at a ratio of 819,100 shares to 1 share
Intended allottee株式会社ATRA and 株式会社シティインデックスファースト (shareholders after the share consolidation)
Total number of issued shares8,445,125 shares → 10 shares(Approximately 99.9999% decrease)
Basis for determining the amount to be paidThe expected cash payment for fractions of less than 1 share is ¥1,070. This represents a 47.79% premium to the closing price of ¥724 on 30 October 2025, a 51.99% premium to the average closing price of ¥704 over the most recent 1-month period, a 51.77% premium to the average closing price of ¥705 over the most recent 3-month period, and a 65.38% premium to the average closing price of ¥647 over the most recent 6-month period. It represents a 3.18% premium to the closing price of ¥1,037 on 19 May 2026 and a 1.52% premium to the average closing price of ¥1,054 over the most recent 1-month period, as well as a 2.55% discount to the average closing price of ¥1,098 over the most recent 3-month period and a 9.40% discount to the average closing price of ¥1,181 over the most recent 6-month period.
Stock Split RatioConsolidation of 819,100 shares into 1 share. The effective date is 13 July 2026 (予定).
Procedures under the Corporate Code of ConductAn independent third-party valuation report on the Company's share value from KPMG, advice from an independent law firm, and the establishment of a special committee comprising 3 independent outside directors, which has obtained an opinion report. A special resolution at a shareholders meeting is予定.
Major shareholders after the offeringName 株式会社ATRA / Shareholding ratio Not disclosed, Name 株式会社シティインデックスファースト / Shareholding ratio Not disclosed
Impact on Business PerformanceThe Company expects that taking the Company private will reduce the costs of maintaining its listing and enable more effective use of management resources. On the other hand, business reforms and proactive upfront investment may create risks such as a short-term decline in profitability and deterioration in cash flow.
Items this document does not state (19)
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 restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financing

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 limit the shareholders to 株式会社ATRA and 株式会社シティインデックスファースト and take the Company's shares private. The objectives are to enable agile decision-making without being constrained by short-term market valuations, increase management flexibility, reduce the costs of maintaining the listing, and pursue business restructuring and investment in growth markets.

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Notice Concerning a Reverse Stock Split, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | WAVELOCK HOLDINGS CO.,LTD. (7940) timely disclosure | Komori