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Share Issuance and Disposal7999MUTOH HOLDINGS CO.,LTD.Electrical Equipment and Precision Instruments

Notice of the Convocation of an Extraordinary General Meeting of Shareholders Concerning a Reverse Stock Split, the Abolition of the Provisions on the Number of Shares Constituting One Unit, and Partial Amendments to the Articles of Incorporation

To achieve full ownership following the tender offer, a proposal will be submitted to the extraordinary general meeting of shareholders to consolidate the common shares at a ratio of 573,512 shares to 1 share, reducing the total number of issued shares to 8. In addition, the share unit system will be abolished and the Articles of Incorporation will be amended, after which the company is scheduled to be delisted on 10 June 2026.

Worth reading
31Immaterial
Scored from 4 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
573512
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation

発行・処分する株式数

Consolidation of 573,512 common shares into 1 share

Offering structure
Major shareholders after the offering
BROTHER INDUSTRIES,LTD. (expected to become the sole shareholder)
Stock Split RatioConsolidation of 573,512 shares into 1 share. The effective date is scheduled for 12 June 2026
Intended allottee's holding policy
BROTHER INDUSTRIES,LTD. is expected to become the sole shareholder
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
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
Details of issuance or disposal
ItemDetails
Type of issuance or disposalReverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation
Number of shares to be issued or disposed ofConsolidation of 573,512 common shares into 1 share
Intended allottee's holding policyBROTHER INDUSTRIES,LTD. is expected to become the sole shareholder
Total number of issued shares4,588,099 shares (before the reverse stock split takes effect) → 8 shares (after the share consolidation takes effect)
Stock Split RatioConsolidation of 573,512 shares into 1 share. The effective date is scheduled for 12 June 2026
Procedures under the Corporate Code of ConductA 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 offeringBROTHER INDUSTRIES,LTD. (expected to become the sole shareholder)
Impact on Business PerformanceThe 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)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeDilution RateBasis for determining the amount to be paidExercise 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 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.

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.
Notice of the Convocation of an Extraordinary General Meeting of Shareholders Concerning a Reverse Stock Split, the Abolition of the Provisions on the Number of Shares Constituting One Unit, and Partial Amendments to the Articles of Incorporation | MUTOH HOLDINGS CO.,LTD. (7999) timely disclosure | Komori