Decision and Details
The boards of directors of both companiesShare exchange under which SBI辻・本郷M&A株式会社 will become a wholly owned subsidiary
The parties determined that the share exchange would contribute to increasing the corporate value of both companies and the common interests of their shareholders. They reached this conclusion after comprehensively considering the valuation results, due diligence, financial condition, business plans, earnings capacity and future outlook.
No specific amount of the impact of the share exchange on financial results has been disclosed. The increases in stated capital and capital reserves will be determined appropriately by the company in accordance with the Ordinance on Company Accounting and other applicable laws and regulations.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which SBI辻・本郷M&A株式会社 will become a wholly owned subsidiary |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 5 October 2026 |
| Implementation Date | 4 December 2026 (scheduled effective date of the share exchange) |
| Period Covered | From the effective date of 4 December 2026 (after the share exchange) |
| Amount | Company equity value: ¥2.1 billion; STH equity value: ¥1.575 billion; STH fiscal year ending March 2026: net sales of ¥560.660 million, operating loss of ¥83.832 million, ordinary loss of ¥89.241 million, net loss of ¥61.416 million, total assets of ¥460.025 million and net assets of ¥49.750 million |
| Quantity / scale | Share exchange ratio: 452.63 shares of the company's common stock for each STH common share; total number of STH common shares issued: 2,450; base number of shares scheduled to be delivered: 1,108,943.5; 40,695 treasury shares will be used, with the balance issued as new shares; record date for the extraordinary general meeting of shareholders: 20 October 2026; meeting date: 2 December 2026 |
| Impact on Business Performance | No specific amount of the impact of the share exchange on financial results has been disclosed. The increases in stated capital and capital reserves will be determined appropriately by the company in accordance with the Ordinance on Company Accounting and other applicable laws and regulations. |
| Reason | The parties determined that the share exchange would contribute to increasing the corporate value of both companies and the common interests of their shareholders. They reached this conclusion after comprehensively considering the valuation results, due diligence, financial condition, business plans, earnings capacity and future outlook. |
| Governing Rule | Article 794, paragraph 1; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 234; Article 192, paragraph 1; Article 768, paragraph 1, items 4 and 5; and Article 799, paragraph 1 of the Companies Act; Ordinance on Company Accounting |
| Future plans | The record date for the extraordinary general meeting of shareholders will be 20 October 2026, the extraordinary general meeting will be held on 2 December 2026, and the share exchange is scheduled to take effect on 4 December 2026. If any change occurs after the date on which this document is first made available for inspection and before the effective date, it will be disclosed without delay. |
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 parties determined that the transaction would contribute to increasing the corporate value of both companies and the common interests of their shareholders. Based on the valuation by an independent third-party valuation institution, financial due diligence and advice from legal counsel, they determined that the share exchange ratio was fair and reasonable.