Decision and Details
Written resolution conducted on 23 April 2026 and the Board of Directors meeting held on the same dateShare consolidation (the share consolidation)
To take the company private through a two-step acquisition following the tender offer and make the tender offeror the company's sole shareholder
The disclosure states that, while the company aims to increase corporate value over the medium to long term by going private, substantial investment may adversely affect its financial condition and earnings in the short term. Changes to the earnings forecasts: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Share consolidation (the share consolidation) |
| Decision-Making Body | Written resolution conducted on 23 April 2026 and the Board of Directors meeting held on the same date |
| Decision Date | 23 April 2026 |
| Implementation Date | 18 June 2026 (scheduled effective date) |
| Amount | Tender offer price and cash payment for fractional shares: ¥4,560 per share |
| Quantity / scale | 1,964,098 company shares consolidated into 1 share; total number of authorized shares as of the effective date: 20; shares held by the tender offeror: 8,658,884 (ownership ratio: 86.52%) |
| Impact on Business Performance | The disclosure states that, while the company aims to increase corporate value over the medium to long term by going private, substantial investment may adversely affect its financial condition and earnings in the short term. Changes to the earnings forecasts: Not disclosed |
| Reason | To take the company private through a two-step acquisition following the tender offer and make the tender offeror the company's sole shareholder |
| Governing Rule | Article 180, paragraph 2; Article 182-2, paragraph 1; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 234, paragraph 2; Article 235, paragraphs 1 and 2 of the Companies Act; and Article 27-2, paragraph 3 of the Financial Instruments and Exchange Act |
| Related previous disclosures | “Notice Concerning the Implementation of an MBO and Recommendation to Tender Shares,” dated 13 February 2026; “(Correction) Notice Concerning Partial Correction of the ‘Notice Concerning the Implementation of an MBO and Recommendation to Tender Shares,’” dated 17 February 2026; “(Change) Notice Concerning Partial Changes to the ‘Notice Concerning the Implementation of an MBO and Recommendation to Tender Shares,’” dated 3 March 2026; “Notice Concerning the Results of the Tender Offer for the Company's Share Certificates, Etc. by BCJ-102 Co., Ltd., and Changes in Parent Company and Major Shareholder, Being the Largest Shareholder,” dated 1 April 2026 |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 26 May 2026. The company is scheduled to be delisted on 16 June 2026, and the share consolidation is scheduled to take effect on 18 June 2026. From late June to early July, the company plans to apply to the court for permission to sell the fractional shares, obtain permission and sell the shares to the tender offeror around July, and pay the sale proceeds to shareholders around August to September. |
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.Because the tender offeror did not achieve an ownership ratio of 90% or more of the voting rights through the tender offer, the share consolidation will be carried out as the second step of the two-step acquisition process to take the company private and make the tender offeror the company's sole shareholder. The company explains that, with the support of Bain Capital, pursuing domestic and overseas business expansion and platformization without being constrained by short-term performance will contribute to increasing corporate value.