Decision and Details
Board of Directors; scheduled to be submitted to an extraordinary general meeting of shareholdersPrior disclosure document concerning the share consolidation
The purpose is to make the tender offeror the sole shareholder and make the Company a wholly owned subsidiary of the tender offeror and take it private. The aim is to enable integrated collaboration under flexible and rapid decision-making in order to maximize synergies
The impact on business performance and other matters from the dissolution of the capital and business alliance with Restar Corporation is expected to be minor; the Company expects the enhancement in corporate value from the synergies anticipated from this transaction to exceed that impact
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document concerning the share consolidation |
| Decision-Making Body | Board of Directors; scheduled to be submitted to an extraordinary general meeting of shareholders |
| Decision Date | 7 September 2026 (Board of Directors resolution) |
| Implementation Date | Scheduled for 2 November 2026 (Monday) (effective date of the share consolidation) |
| Period Covered | On or after 2 November 2026 (after the effective date) |
| Amount | The cash to be paid for fractional shares is scheduled to equal the number of shares held according to the final shareholder register as of 30 October 2026 multiplied by ¥1,580 per share |
| Quantity / scale | Consolidation of 7,894,651 of the Company’s shares into 1 share; total number of shares authorized for issuance on the effective date: 12 shares |
| Impact on Business Performance | The impact on business performance and other matters from the dissolution of the capital and business alliance with Restar Corporation is expected to be minor; the Company expects the enhancement in corporate value from the synergies anticipated from this transaction to exceed that impact |
| Reason | The purpose is to make the tender offeror the sole shareholder and make the Company a wholly owned subsidiary of the tender offeror and take it private. The aim is to enable integrated collaboration under flexible and rapid decision-making in order to maximize synergies |
| Governing Rule | Companies Act, Articles 180, 182-2, Paragraph 1, 234, Paragraph 2, and 235; Ordinance for Enforcement of the Companies Act, Article 33-9 |
| Related previous disclosures | “Notice Regarding the Opinion on the Tender Offer for the Company’s Shares by KAGA ELECTRONICS CO.,LTD.” dated 15 May 2026; “(Change) Partial Change to the ‘Notice Regarding the Opinion on the Tender Offer for the Company’s Shares by KAGA ELECTRONICS CO.,LTD.’” dated 26 June 2026, 14 July 2026 and 17 July 2026; “Notice Regarding the Results of the Tender Offer for the Company’s Shares by KAGA ELECTRONICS CO.,LTD. and Changes in the Parent Company and Major Shareholder, the Largest Shareholder” dated 4 August 2026; “Notice Regarding the Dissolution of the Capital and Business Alliance with Restar Corporation” dated 15 May 2026 |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 9 October 2026; delisting is scheduled for 29 October 2026; an application is scheduled to be filed with the court for permission to sell fractional shares around mid-November 2026; the shares are scheduled to be sold to KAGA ELECTRONICS CO.,LTD. around mid-December 2026; the sale proceeds are scheduled to be paid to shareholders around late March 2027 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The purpose is to make KAGA ELECTRONICS CO.,LTD. the Company’s sole shareholder and make the Company a wholly owned subsidiary and take it private. The Company aims to enhance corporate value by maximizing synergies in product lineups, customer base, EMS, AI and DX, and human resources through the mutual utilization of management resources with the tender offeror.