Details of issuance or disposal
Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation
Consolidation of 573,512 common shares into 1 share
| Item | Details |
|---|---|
| Type of issuance or disposal | Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation |
| Number of shares to be issued or disposed of | Consolidation of 573,512 common shares into 1 share |
| Intended allottee's holding policy | BROTHER INDUSTRIES,LTD. is expected to become the sole shareholder |
| Total number of issued shares | 4,588,099 shares (before the reverse stock split takes effect) → 8 shares (after the share consolidation takes effect) |
| Stock Split Ratio | Consolidation of 573,512 shares into 1 share. The effective date is scheduled for 12 June 2026 |
| Procedures under the Corporate Code of Conduct | A special committee consisting of 3 independent outside directors was established, and an opinion stating that the transaction is not disadvantageous to minority shareholders was obtained on 4 February 2026. A share valuation report was obtained from Nomura Securities. The transaction was approved unanimously by all directors with no conflicts of interest. Shareholder approval is scheduled to be obtained at the extraordinary general meeting of shareholders |
| Major shareholders after the offering | BROTHER INDUSTRIES,LTD. (expected to become the sole shareholder) |
| Impact on Business Performance | The company determined that the transaction would contribute to an increase in its corporate value. It expects to strengthen the competitiveness of its products and services, expand its business scale and enhance cost competitiveness through greater efficiency, but has not provided a quantified estimate of the impact |
Items this document does not state (20)
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 make BROTHER INDUSTRIES,LTD. the company's sole shareholder and establish it as a wholly owned subsidiary. Through taking the shares private, the company aims to enhance product competitiveness, business scale and cost competitiveness by leveraging the technology, sales and service network, and manufacturing and procurement scale of the tender offeror group.