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M&A and Subsidiary Changes7984KOKUYO CO.,LTD.Information and Communications, Services and Others

(Update on Disclosure Matters) Notice Regarding the Acquisition of Thien Long Group Corporation as a Subsidiary and the Tender Offer (Acquisition of Shares Involving a Change in a Specified Subsidiary)

コクヨ has completed the acquisition of all shares of Thien Long An Thinh Investment Corporation (TLAT), indirectly acquiring 46.82% of the shares of Thien Long Group Corporation (TLG) held by TLAT. TLG is scheduled to become a consolidated subsidiary effective 1 January 2027, subject to approval of the election of directors nominated by コクヨ.

Worth reading
74In focus
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
46.82
TLG voting rights ownership ratio (%)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of TLAT shares
Disclosing companyKOKUYO CO.,LTD.
Thien Long An Thinh Investment CorporationVoting rights ownership percentageNumber of shares acquired All shares of TLAT (number of shares: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Date of board resolution6 November 2026
Execution Date / Effective Date6 November 2026 (completed) / TLG is scheduled to become a consolidated subsidiary effective 1 January 2027
Target company
Location Vietnam
Impact on Business Performance

The impact of the acquisition of TLAT shares on consolidated results for the current fiscal year is immaterial. The impact of making TLG a consolidated subsidiary on consolidated results for the fiscal year ending December 2027 will be disclosed promptly once it becomes clear.

Procedures and assumptions
Conditions Precedent to ExecutionObtaining the necessary permits and approvals from the Vietnamese authorities. Making TLG a consolidated subsidiary requires approval of the proposal for the election of directors at TLG's extraordinary general meeting of shareholders scheduled for 7 December 2026.
Management structure after acquisitionIf the proposal is approved at TLG's extraordinary general meeting of shareholders, directors nominated by コクヨ will constitute a majority of the TLG board of directors, and TLG is scheduled to become a consolidated subsidiary effective 1 January 2027. The corporate name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of TLAT shares
Name of the Subject CompanyThien Long An Thinh Investment Corporation
Location of the Subject CompanyVietnam
Number of shares acquiredAll shares of TLAT (number of shares: Not disclosed)
Voting rights ownership percentageAfter 46.82% (before not disclosed)
Impact on Business PerformanceThe impact of the acquisition of TLAT shares on consolidated results for the current fiscal year is immaterial. The impact of making TLG a consolidated subsidiary on consolidated results for the fiscal year ending December 2027 will be disclosed promptly once it becomes clear.
Date of board resolution6 November 2026
Execution Date / Effective Date6 November 2026 (completed) / TLG is scheduled to become a consolidated subsidiary effective 1 January 2027
Conditions Precedent to ExecutionObtaining the necessary permits and approvals from the Vietnamese authorities. Making TLG a consolidated subsidiary requires approval of the proposal for the election of directors at TLG's extraordinary general meeting of shareholders scheduled for 7 December 2026.
Management structure after acquisitionIf the proposal is approved at TLG's extraordinary general meeting of shareholders, directors nominated by コクヨ will constitute a majority of the TLG board of directors, and TLG is scheduled to become a consolidated subsidiary effective 1 January 2027. The corporate name, representative and treatment of employees are Not disclosed
Items this document does not state (22)
Counterparty nameBusiness Description of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee

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.

The Vietnamese authorities granted the permits and approvals required to complete this transaction. Regarding the conversion of TLG into a consolidated subsidiary, コクヨ has stated that it will submit proposals for the election of directors at an extraordinary general meeting of TLG shareholders, with the aim of making directors nominated by コクヨ a majority of the TLG board of directors.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
(Update on Disclosure Matters) Notice Regarding the Acquisition of Thien Long Group Corporation as a Subsidiary and the Tender Offer (Acquisition of Shares Involving a Change in a Specified Subsidiary) | KOKUYO CO.,LTD. (7984) timely disclosure | Komori