Decision and Details
The boards of directors of both companiesBusiness integration through a share exchange under which PPIH will become the share exchange wholly owning parent company and Olympicグループ will become the share exchange wholly owned subsidiary
The companies determined that the share exchange ratio was appropriate and would contribute to shareholder interests after comprehensively considering the valuation by an independent valuation institution, advice from legal advisers, due diligence, and the financial condition, asset position and future outlook of both companies. PPIH also cited synergies from the business integration.
The disclosure states that significant increases or decreases in future profit and free cash flow are expected based on a business plan that includes synergies from the business integration, but the impact on results attributable to the share exchange itself is Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Business integration through a share exchange under which PPIH will become the share exchange wholly owning parent company and Olympicグループ will become the share exchange wholly owned subsidiary |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 6 April 2026 |
| Implementation Date | 1 July 2026 (scheduled effective date) |
| Period Covered | On or after 1 July 2026 (scheduled) |
| Quantity / scale | Share exchange ratio: 1.18 PPIH common shares for each Olympicグループ common share; PPIH common shares scheduled to be delivered: 27,105,250; total number of Olympicグループ shares issued: 23,354,223; treasury shares: 383,672 |
| Impact on Business Performance | The disclosure states that significant increases or decreases in future profit and free cash flow are expected based on a business plan that includes synergies from the business integration, but the impact on results attributable to the share exchange itself is Not disclosed |
| Reason | The companies determined that the share exchange ratio was appropriate and would contribute to shareholder interests after comprehensively considering the valuation by an independent valuation institution, advice from legal advisers, due diligence, and the financial condition, asset position and future outlook of both companies. PPIH also cited synergies from the business integration. |
| Governing Rule | Article 782, paragraph 1 of the Companies Act; Article 184 of the Ordinance for Enforcement of the Companies Act; Article 783, paragraph 1 of the Companies Act; Article 785, paragraph 1 of the Companies Act; Article 796, paragraphs 2 and 3 of the Companies Act; Article 234 of the Companies Act; Article 192, paragraph 1 of the Companies Act; Article 194, paragraph 1 of the Companies Act; Article 39 of the Ordinance on Accounting of Companies; and Article 24, paragraph 1 of the Financial Instruments and Exchange Act |
| Related previous disclosures | The disclosure dated 6 April 2026 concerning the execution of the share exchange agreement (the title is not specified in the document), and a speculative magazine report on 1 April 2026 concerning the sale of Olympicグループ shares |
| Future plans | Olympicグループ is scheduled to seek shareholder approval by the day before the effective date. Olympicグループ shares are scheduled to be delisted on 29 June 2026, with the final trading date scheduled for 26 June 2026. The share exchange is scheduled to take effect on 1 July 2026. All treasury shares are scheduled to be cancelled at the reference time. |
Items this document does not state (1)
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 companies state that, based on the valuation by an independent valuation institution, advice from legal advisers, due diligence, and the financial condition, asset position and future outlook of both companies, they determined that the share exchange ratio was appropriate and would contribute to the interests of their shareholders. PPIH also cited the expected realization of specific synergies from the business integration.