Decision and Details
The Board of Directors of HIKARI TSUSHIN,INC. (a shareholders' meeting resolution is scheduled for ICコーポレーション)A share exchange under which HIKARI TSUSHIN,INC. will be the wholly owning parent company and ICコーポレーション will be the wholly owned subsidiary
The companies comprehensively considered the results of the valuation by a third-party valuation institution, the financial condition, earnings trends and share price trends of both companies, and other factors, and determined that the share exchange ratio was appropriate and in the interests of shareholders. HIKARI TSUSHIN,INC. shares are listed and readily convertible into cash, and ICコーポレーション shareholders will be able to benefit from synergies.
The specific amount of the impact on earnings is not disclosed. HIKARI TSUSHIN,INC.'s capital stock and reserves will not change. No applicable matters regarding the prospect of performing obligations.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which HIKARI TSUSHIN,INC. will be the wholly owning parent company and ICコーポレーション will be the wholly owned subsidiary |
| Decision-Making Body | The Board of Directors of HIKARI TSUSHIN,INC. (a shareholders' meeting resolution is scheduled for ICコーポレーション) |
| Decision Date | 20 April 2026 (date of resolution and execution of agreement) |
| Implementation Date | 15 May 2026 (scheduled; subject to change as necessary) |
| Period Covered | From the effective date of 15 May 2026 onward (end of period: not disclosed) |
| Amount | Increase in capital stock: ¥0; increase in capital reserve: ¥0; increase in retained earnings reserve: ¥0; total assets of ICコーポレーション as of 30 September 2025: ¥5,358,092 thousand |
| Quantity / scale | Share exchange ratio: 217 shares of HIKARI TSUSHIN,INC. common stock for each share of ICコーポレーション common stock; HIKARI TSUSHIN,INC. common shares to be delivered: 21,700 shares (scheduled); HIKARI TSUSHIN,INC. treasury shares: 82,451 shares as of 31 December 2025; ICコーポレーション common shares issued: 100 shares |
| Impact on Business Performance | The specific amount of the impact on earnings is not disclosed. HIKARI TSUSHIN,INC.'s capital stock and reserves will not change. No applicable matters regarding the prospect of performing obligations. |
| Reason | The companies comprehensively considered the results of the valuation by a third-party valuation institution, the financial condition, earnings trends and share price trends of both companies, and other factors, and determined that the share exchange ratio was appropriate and in the interests of shareholders. HIKARI TSUSHIN,INC. shares are listed and readily convertible into cash, and ICコーポレーション shareholders will be able to benefit from synergies. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, Paragraph 1, Items 2 and 3 of the Companies Act; Article 796, Paragraphs 2 and 3 of the Companies Act; Article 234 of the Companies Act; Article 194, Paragraph 1 of the Companies Act; and Article 192, Paragraph 1 of the Companies Act |
| Future plans | ICコーポレーション will seek approval of the share exchange agreement and other matters at a shareholders' meeting scheduled for 21 April 2026. The share exchange is scheduled to take effect on 15 May 2026. The effective date or the date of the shareholders' meeting may be changed as necessary. |
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 comprehensively considered the results of the valuation by a third-party valuation institution, the financial condition, earnings trends and share price trends of both companies, and other factors to ensure the fairness and appropriateness of the share exchange ratio, and determined that the ratio was appropriate and in the interests of shareholders. HIKARI TSUSHIN,INC. shares are listed and readily convertible into cash, and ICコーポレーション shareholders will be able to benefit from synergies resulting from the share exchange. Accordingly, the shares were determined to be appropriate consideration.