Komori
Statutory disclosure document9435HIKARI TSUSHIN,INC.Information and Communications, Services and Others

Statutory Post-Transaction Disclosure Document (Share Exchange) (FTGroup CO.,LTD.)

Hikari Tsushin completed the share exchange as scheduled, acquiring the outstanding shares of FTGroup that it did not already hold and making FTGroup its wholly owned subsidiary. As a result, FTGroup shares were delisted, and eligible shareholders received Hikari Tsushin shares.

Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
8152155
Shares
Wording
Definitive
How definitive the wording is.

Decision and Details

FTGroup's annual general meeting of shareholders and Board of Directors; Hikari Tsushin (shareholder approval omitted)

Post-event disclosure matters relating to the share exchange

Decision23 June 2026 (approval of the share exchange agreement and resolution to cancel treasury shares by FTGroup), 31 March 2026 (execution of the share exchange agreement)
Implementation1 August 2026 (effective date; completed)
Quantity / scaleShares transferred: 8,152,155; shares delivered: 244,564; treasury shares cancelled: 613,813; exchange ratio: 0.03 Hikari Tsushin common shares for each FTGroup common share
Reason

Because these are post-transaction disclosure matters prescribed by Article 791(1)(ii), Article 801(3)(iii) of the Companies Act and Article 190 of the Ordinance for Enforcement of the Companies Act

Impact on Business Performance

There was no change in the amount of stated capital or capital reserves. Impact on financial results: Not disclosed

Decision and Details
ItemDetails
Matter CoveredPost-event disclosure matters relating to the share exchange
Decision-Making BodyFTGroup's annual general meeting of shareholders and Board of Directors; Hikari Tsushin (shareholder approval omitted)
Decision Date23 June 2026 (approval of the share exchange agreement and resolution to cancel treasury shares by FTGroup), 31 March 2026 (execution of the share exchange agreement)
Implementation Date1 August 2026 (effective date; completed)
Quantity / scaleShares transferred: 8,152,155; shares delivered: 244,564; treasury shares cancelled: 613,813; exchange ratio: 0.03 Hikari Tsushin common shares for each FTGroup common share
Impact on Business PerformanceThere was no change in the amount of stated capital or capital reserves. Impact on financial results: Not disclosed
ReasonBecause these are post-transaction disclosure matters prescribed by Article 791(1)(ii), Article 801(3)(iii) of the Companies Act and Article 190 of the Ordinance for Enforcement of the Companies Act
Governing RuleArticles 783(1), 784-2, 785, 787, 789, 795(1), 796(2) and (3), 796-2, 797, 799, 791(1)(ii) and 801(3)(iii) of the Companies Act; Article 190 of the Ordinance for Enforcement of the Companies Act; Articles 155(2) and 161(2) of the Act on Book-Entry Transfer of Company Bonds and Shares
Related previous disclosuresShare exchange agreement dated 31 March 2026; electronic public notice dated 10 July 2026
Items this document does not state (3)
Period CoveredAmountFuture plans

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.

This disclosure reports the post-transaction disclosure matters for the share exchange required under the Companies Act. It does not state the purpose or background of the share exchange.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Statutory Post-Transaction Disclosure Document (Share Exchange) (FTGroup CO.,LTD.) | HIKARI TSUSHIN,INC. (9435) timely disclosure | Komori