Results of the Tender Offer for Shares of Shinko Shoji Co.,Ltd. by KAGA ELECTRONICS CO.,LTD. and the Change in Parent Company and Major Shareholder that is the Largest Shareholder
Shinko Shoji Co.,Ltd.; KAGA ELECTRONICS CO.,LTD.
Common shares of Shinko Shoji Co.,Ltd.
The tender offer was successfully completed because 20,938,007 shares were tendered, exceeding the minimum purchase amount of 15,988,500 shares.
Acquisition cost for KAGA ELECTRONICS CO.,LTD.: ¥33,082 million (shares of the target company; rounded down to the nearest million yen and excluding advisory fees and other costs). The impact on consolidated results is currently under review.
The impact on KAGA ELECTRONICS CO.,LTD.'s consolidated results is currently under review. If any matter requiring disclosure arises, it will be disclosed promptly.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
5,150 voting rights, 1.74%, 515,000 shares (based on the reference number of shares)
214,530 voting rights, 72.45%, 21,453,007 shares (based on the reference number of shares)
Related procedures
Tender offer and settlement under the Financial Instruments and Exchange Act, and procedures to make the tender offeror the sole shareholder after the tender offer.
Tokyo Stock Exchange, Inc.; relevant authorities under the Financial Instruments and Exchange Act
KAGA ELECTRONICS CO.,LTD. plans to implement procedures to make it the sole shareholder of Shinko Shoji Co.,Ltd. If this occurs, the shares of Shinko Shoji Co.,Ltd. are expected to be delisted from the Prime Market of the Tokyo Stock Exchange following the prescribed procedures. The specific procedures and timing will be disclosed promptly once determined in consultation with KAGA ELECTRONICS CO.,LTD.
Details of the future procedures and implementation schedule will be announced promptly once determined.
| Item | Details |
|---|---|
| Event name | Results of the Tender Offer for Shares of Shinko Shoji Co.,Ltd. by KAGA ELECTRONICS CO.,LTD. and the Change in Parent Company and Major Shareholder that is the Largest Shareholder |
| Date of occurrence | 3 August 2026 (the closing date of the tender offer). The scheduled date of the change in parent company is 10 August 2026 (the commencement date of settlement for this tender offer). |
| Date recognized / date notice received | 4 August 2026 (the date on which Shinko Shoji Co.,Ltd. received a report from the tender offeror regarding the results of the tender offer) |
| Subject Entity | Shinko Shoji Co.,Ltd.; KAGA ELECTRONICS CO.,LTD. |
| Target Locations / Products | Common shares of Shinko Shoji Co.,Ltd. |
| Cause | The tender offer was successfully completed because 20,938,007 shares were tendered, exceeding the minimum purchase amount of 15,988,500 shares. |
| Amount of Impact on Business Performance | Acquisition cost for KAGA ELECTRONICS CO.,LTD.: ¥33,082 million (shares of the target company; rounded down to the nearest million yen and excluding advisory fees and other costs). The impact on consolidated results is currently under review. |
| Impact on Earnings Forecast | The impact on KAGA ELECTRONICS CO.,LTD.'s consolidated results is currently under review. If any matter requiring disclosure arises, it will be disclosed promptly. |
| Type of litigation or proceeding | Tender offer and settlement under the Financial Instruments and Exchange Act, and procedures to make the tender offeror the sole shareholder after the tender offer. |
| Court or authority | Tokyo Stock Exchange, Inc.; relevant authorities under the Financial Instruments and Exchange Act |
| Voting rights ownership percentage before the change | 5,150 voting rights, 1.74%, 515,000 shares (based on the reference number of shares) |
| Voting rights ownership percentage after the change | 214,530 voting rights, 72.45%, 21,453,007 shares (based on the reference number of shares) |
| Outlook | KAGA ELECTRONICS CO.,LTD. plans to implement procedures to make it the sole shareholder of Shinko Shoji Co.,Ltd. If this occurs, the shares of Shinko Shoji Co.,Ltd. are expected to be delisted from the Prime Market of the Tokyo Stock Exchange following the prescribed procedures. The specific procedures and timing will be disclosed promptly once determined in consultation with KAGA ELECTRONICS CO.,LTD. |
| Planned follow-up disclosure | Details of the future procedures and implementation schedule will be announced promptly once determined. |
Items this document does not state (11)
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 tender offer was successfully completed because the number of shares tendered exceeded the minimum number of shares to be purchased, and KAGA ELECTRONICS CO.,LTD.'s voting rights ownership ratio after settlement will exceed 50%.