Worth reading
88Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
1226872
Reverse stock split of shares into 1 shareWording
Conditional
How definitive the wording is.Decision and Details
The Company's Board of Directors (resolution adopted on 2 April 2026); approval scheduled at an extraordinary general meeting of shareholdersAdvance disclosure matters concerning the share consolidation
Decision2 April 2026
Implementation8 June 2026 (scheduled effective date)
Going forwardAn extraordinary general meeting of shareholders is scheduled to be held on 8 May 2026. The 81,520 treasury shares are scheduled to be cancelled on 5 June 2026, subject to approval and adoption of the proposal for the share consolidation. The share consolidation is scheduled to take effect on 8 June 2026. Delisting is scheduled for 4 June 2026. An application for court permission to sell the fractional shares is scheduled to be filed around mid-June 2026, the shares are scheduled to be sold around late June, and the sale proceeds are scheduled to be paid to shareholders around late August 2026.
AmountThe cash payment for fractional shares will be equivalent to the amount calculated by multiplying each shareholder's number of shares held by ¥949 (scheduled); approximately ¥3.6 billion required for the acquisition of treasury shares
Quantity / scaleConsolidation of 1,226,872 shares into 1 share; 92 authorized shares as of the effective date; 81,520 treasury shares scheduled to be cancelled as of 5 June 2026; 16,713,918 shares held by the tender offeror (ownership ratio: 57.86%)
Reason
To eliminate shareholders other than the tender offerors, take the Company's shares private and make the Company a consolidated subsidiary of the tender offeror.
Impact on Business Performance
No impact on business performance from the share consolidation itself has been specified. The disadvantages of taking the company private are considered limited.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | The Company's Board of Directors (resolution adopted on 2 April 2026); approval scheduled at an extraordinary general meeting of shareholders |
| Decision Date | 2 April 2026 |
| Implementation Date | 8 June 2026 (scheduled effective date) |
| Amount | The cash payment for fractional shares will be equivalent to the amount calculated by multiplying each shareholder's number of shares held by ¥949 (scheduled); approximately ¥3.6 billion required for the acquisition of treasury shares |
| Quantity / scale | Consolidation of 1,226,872 shares into 1 share; 92 authorized shares as of the effective date; 81,520 treasury shares scheduled to be cancelled as of 5 June 2026; 16,713,918 shares held by the tender offeror (ownership ratio: 57.86%) |
| Impact on Business Performance | No impact on business performance from the share consolidation itself has been specified. The disadvantages of taking the company private are considered limited. |
| Reason | To eliminate shareholders other than the tender offerors, take the Company's shares private and make the Company a consolidated subsidiary of the tender offeror. |
| Governing Rule | Article 182-2, Paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, Paragraph 2, Article 235, Paragraphs 1 and 2, and Article 234, Paragraph 2 of the Companies Act; Financial Instruments and Exchange Act |
| Related previous disclosures | 23 January 2026: “Notice of Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Shares by SENKO Group Holdings Co.,Ltd.”; 18 February 2026: “(Change) Notice Concerning Changes to the ‘Notice of Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Shares by SENKO Group Holdings Co.,Ltd.’ (Extension of the Tender Offer Period)”; 6 March 2026: “Notice Concerning the Results of the Tender Offer for the Company's Shares by SENKO Group Holdings Co.,Ltd. and Changes in the Parent Company, Major Shareholder, Largest Major Shareholder and Major Shareholders” |
| Future plans | An extraordinary general meeting of shareholders is scheduled to be held on 8 May 2026. The 81,520 treasury shares are scheduled to be cancelled on 5 June 2026, subject to approval and adoption of the proposal for the share consolidation. The share consolidation is scheduled to take effect on 8 June 2026. Delisting is scheduled for 4 June 2026. An application for court permission to sell the fractional shares is scheduled to be filed around mid-June 2026, the shares are scheduled to be sold around late June, and the sale proceeds are scheduled to be paid to shareholders around late August 2026. |
Items this document does not state (1)
Period Covered
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.As shareholders other than the tender offerors remained after the tender offer, the purpose is to leave SENKO Group Holdings Co.,Ltd. and JX Advanced Metals Corporation as the only shareholders, take Maruwn private and make it a consolidated subsidiary of the SENKO Group.
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