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Share exchange contemplated hereinCounterpartyAFC-HD アムスライフサイエンス
Disclosing companySaikaya Department Store Co.,Ltd.
Execution Date / Effective DateTo be determined (specific schedule for the share exchange)
Consideration and expenses
Type of ConsiderationShares (shares of AFC-HD アムスライフサイエンス)
Merger ratio/share exchange ratioTo be determined (share exchange wholly owning parent: AFC-HD アムスライフサイエンス; share exchange wholly owned subsidiary: Saikaya Department Store Co.,Ltd.)
Procedures and assumptions
Valuation methodologyValuation of share value by a third party (planned)
Conditions Precedent to ExecutionIf the Company's delisting is decided. Upon implementation, the Company plans to complete the necessary procedures in accordance with the Companies Act and other applicable laws and regulations, as well as the rules of the Tokyo Stock Exchange.
Management structure after acquisitionIt is stated that AFC-HD アムスライフサイエンス will position the Company as one of the group's important operating companies and cooperate in strengthening its business foundation and otherwise. The trade name, representative and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Share exchange contemplated herein |
| Counterparty name | AFC-HD アムスライフサイエンス |
| Name of the Subject Company | Saikaya Department Store Co.,Ltd. |
| Type of Consideration | Shares (shares of AFC-HD アムスライフサイエンス) |
| Merger ratio/share exchange ratio | To be determined (share exchange wholly owning parent: AFC-HD アムスライフサイエンス; share exchange wholly owned subsidiary: Saikaya Department Store Co.,Ltd.) |
| Execution Date / Effective Date | To be determined (specific schedule for the share exchange) |
| Valuation methodology | Valuation of share value by a third party (planned) |
| Conditions Precedent to Execution | If the Company's delisting is decided. Upon implementation, the Company plans to complete the necessary procedures in accordance with the Companies Act and other applicable laws and regulations, as well as the rules of the Tokyo Stock Exchange. |
| Management structure after acquisition | It is stated that AFC-HD アムスライフサイエンス will position the Company as one of the group's important operating companies and cooperate in strengthening its business foundation and otherwise. The trade name, representative and treatment of employees are not disclosed. |
Items this document does not state (23)
Business Description of the Subject CompanyLocation 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 priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateIndependent 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.To ensure that shareholders have an opportunity to receive consideration based on an appropriate valuation of their shares even after delisting, while respecting the interests of minority shareholders. The measure is also intended to help enhance corporate value and strengthen the business foundation.
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