Decision and Details
The boards of directors of both companiesMatters subject to prior disclosure relating to the share exchange
After comprehensively considering the financial condition, performance trends and future outlook of both companies, and conducting discussions and negotiations with reference to the valuation results provided by a third-party valuation institution, the companies determined that the share exchange ratio was reasonable and would serve the interests of their respective shareholders. The acquisition of treasury shares was intended to enhance corporate value through improved capital efficiency.
The companies determined that there was no issue regarding the prospects for the performance of their obligations. The specific impact of the share exchange on performance is Not disclosed. The acquisition of treasury shares is expected to enhance corporate value through improved capital efficiency.
| Item | Details |
|---|---|
| Matter Covered | Matters subject to prior disclosure relating to the share exchange |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 28 August 2026 (the date the share exchange agreement was executed; the agreement was approved at meetings of the boards of directors of both companies held on that date) |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Period Covered | From 1 October 2026 onward |
| Amount | Total acquisition cost of treasury shares: ¥744,960,000 (subsequent event relating to the acquisition of treasury shares) |
| Quantity / scale | Share exchange ratio: NAC 1; 株式会社洋光 879; NAC common shares to be delivered: 351,600 (planned); treasury shares acquired: 1,455,000 (3.46%); treasury shares cancelled: 3,000,000 (6.4%); total number of issued shares after the cancellation: 43,613,500 |
| Impact on Business Performance | The companies determined that there was no issue regarding the prospects for the performance of their obligations. The specific impact of the share exchange on performance is Not disclosed. The acquisition of treasury shares is expected to enhance corporate value through improved capital efficiency. |
| Reason | After comprehensively considering the financial condition, performance trends and future outlook of both companies, and conducting discussions and negotiations with reference to the valuation results provided by a third-party valuation institution, the companies determined that the share exchange ratio was reasonable and would serve the interests of their respective shareholders. The acquisition of treasury shares was intended to enhance corporate value through improved capital efficiency. |
| 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; the Ordinance on Company Accounting and other fair accounting standards; Article 156 of the Companies Act as applied with the necessary modifications pursuant to Article 165, paragraph 3 of the same Act; and Article 178 of the Companies Act |
| Related previous disclosures | Resolution to acquire treasury shares at the meeting of the board of directors held on 15 May 2026; resolution to cancel treasury shares at the meeting of the board of directors held on 24 July 2026 |
| Future plans | The share exchange is scheduled to take effect on 1 October 2026. The share exchange ratio may be changed following discussions between the two companies if a material change occurs in the assumptions underlying the valuation. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.After comprehensively considering the financial condition, performance trends and future outlook of both companies, and conducting discussions and negotiations with reference to the valuation results provided by a third-party valuation institution, the companies determined that the share exchange ratio was reasonable and would serve the interests of their respective shareholders.