Decision and Details
The boards of directors of HIKARI TSUSHIN,INC. and FTGroup CO.,LTD.A share exchange under which HIKARI TSUSHIN,INC. will become the wholly owning parent company and FTGroup CO.,LTD. will become the wholly owned subsidiary.
Complete elimination of the conflict of interest resulting from the parent-subsidiary listing relationship, growth investment, utilization of the HIKARI TSUSHIN Group's assets, technology, personnel and know-how, more effective use of its sales network, more flexible decision-making and reduced costs of maintaining the listing.
No specific amount of the impact of this share exchange on results is disclosed. The companies expect to benefit from synergies including reduced costs of maintaining the listing.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which HIKARI TSUSHIN,INC. will become the wholly owning parent company and FTGroup CO.,LTD. will become the wholly owned subsidiary. |
| Decision-Making Body | The boards of directors of HIKARI TSUSHIN,INC. and FTGroup CO.,LTD. |
| Decision Date | 31 March 2026 |
| Implementation Date | 1 August 2026 (scheduled; effective date) |
| Period Covered | From 1 August 2026 onward (after the share exchange takes effect) |
| Amount | Share buyback: ¥10 billion (maximum); total issuance of unsecured straight bonds: ¥10 billion for the 56th issue and ¥10 billion for the 57th issue; amount per bond: ¥1 million |
| Quantity / scale | Share exchange ratio: 0.03 HIKARI TSUSHIN,INC. common shares for each FTGroup CO.,LTD. share; 360,692 shares to be issued (scheduled); share buyback of 350,000 shares (maximum, equivalent to 0.79% of total shares issued, excluding treasury shares) |
| Impact on Business Performance | No specific amount of the impact of this share exchange on results is disclosed. The companies expect to benefit from synergies including reduced costs of maintaining the listing. |
| Reason | Complete elimination of the conflict of interest resulting from the parent-subsidiary listing relationship, growth investment, utilization of the HIKARI TSUSHIN Group's assets, technology, personnel and know-how, more effective use of its sales network, more flexible decision-making and reduced costs of maintaining the listing. |
| 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, Paragraph 2 of the Companies Act; Article 783, Paragraph 1 of the Companies Act; and Article 39 of the Ordinance on Company Accounting |
| Future plans | Approval at the FTGroup CO.,LTD. shareholders' meeting; 29 July 2026, final trading date; 30 July 2026, delisting date; 1 August 2026, effective date of the share exchange. Any changes to the schedule will be disclosed 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.To eliminate the structural conflict of interest with minority shareholders by ending the parent-subsidiary listing relationship, and to achieve synergies including growth investment, utilization of the HIKARI TSUSHIN Group's assets, technology, personnel and know-how, more effective use of its sales network, faster decision-making and reduced costs of maintaining the listing.