Decision and Details
Board of Directors meeting held on 1 May 2026Advance disclosure matters concerning the share consolidation
Because the tender offeror was unable to acquire all of the shares through the tender offer, to limit the company's shareholders to the tender offeror and shareholders party to non-tendering agreements, and to take the company's shares private
The disclosure states that each initiative will require upfront investment and may temporarily worsen the company's financial condition, cash flows, operating profit and ordinary profit. The company expects the delisting to reduce costs associated with maintaining its listing, among other benefits.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | Board of Directors meeting held on 1 May 2026 |
| Decision Date | 1 May 2026 |
| Implementation Date | 23 June 2026 (scheduled; effective date) |
| Amount | Tender offer price: ¥972 per share. Fractional shares resulting from the share consolidation are scheduled to be valued so that the amount equals the number of shares held multiplied by ¥972. |
| Quantity / scale | 2,112,184 shares will be consolidated into 1 share. The total number of authorized shares as of the effective date will be 16. Shares acquired by the tender offeror: 6,258,008 shares (ownership ratio: 71.53%). |
| Impact on Business Performance | The disclosure states that each initiative will require upfront investment and may temporarily worsen the company's financial condition, cash flows, operating profit and ordinary profit. The company expects the delisting to reduce costs associated with maintaining its listing, among other benefits. |
| Reason | Because the tender offeror was unable to acquire all of the shares through the tender offer, to limit the company's shareholders to the tender offeror and shareholders party to non-tendering agreements, and to take the company's shares private |
| Governing Rule | Article 180, paragraph 2 and Article 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | "Notice Regarding the Expression of an Opinion in Favor of the Implementation of an MBO and Recommendation to Tender Shares," dated 13 February 2026; "Notice Regarding the Results of the Tender Offer for the Company's Shares by IAPF3 Co., Ltd., and Changes in the Parent Company, Major Shareholder and Major Shareholder That Is the Largest Shareholder," dated 3 April 2026 |
| Future plans | The proposal regarding the share consolidation is scheduled to be submitted to the extraordinary shareholders meeting to be held on 29 May 2026. Subject to approval at the shareholders meeting, the share consolidation is scheduled to be implemented on 23 June 2026. |
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 was unable to acquire all of the shares through the tender offer, the company will limit its shareholders to the tender offeror and shareholders party to non-tendering agreements, and take the company's shares private. Following the delisting, the company aims to pursue growth initiatives, including accelerating store openings and roll-up acquisitions in the reuse business and expanding the new-goods e-commerce business, without being influenced by short-term stock market valuations.