Decision and Details
A share exchange under which TAIYO BUSSAN KAISHA,LTD. will be the wholly owning parent company and 株式会社いちごホールディングス will be the wholly owned subsidiary
The share exchange ratio was deemed reasonable because it falls within the range calculated by the independent valuation institution. In addition, common shares were deemed appropriate consideration because TAIYO BUSSAN KAISHA,LTD. shares are listed on the Tokyo Stock Exchange, ensuring an opportunity to trade after the share exchange in order to recover invested capital, among other reasons.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which TAIYO BUSSAN KAISHA,LTD. will be the wholly owning parent company and 株式会社いちごホールディングス will be the wholly owned subsidiary |
| Decision Date | 24 April 2026 (date the share exchange agreement was executed) |
| Implementation Date | 1 July 2026 (scheduled; effective date of the share exchange, subject to change by mutual agreement between the two companies if necessary) |
| Period Covered | On or after 1 July 2026 (after the effective date of the share exchange) |
| Amount | Valuation of ¥2,390,446 per common share of 株式会社いちごホールディングス, reference price of ¥1,215 per common share of TAIYO BUSSAN KAISHA,LTD., total paid-in amount for the third-party allotment by 株式会社いちごホールディングス of ¥493,212,500, and increase in stated capital of ¥493,212,500 |
| Quantity / scale | The share exchange ratio is 1,967.45 TAIYO BUSSAN KAISHA,LTD. common shares for each common share of 株式会社いちごホールディングス. TAIYO BUSSAN KAISHA,LTD. plans to issue 493,829 common shares. 株式会社いちごホールディングス will issue 110 common shares. |
| Reason | The share exchange ratio was deemed reasonable because it falls within the range calculated by the independent valuation institution. In addition, common shares were deemed appropriate consideration because TAIYO BUSSAN KAISHA,LTD. shares are listed on the Tokyo Stock Exchange, ensuring an opportunity to trade after the share exchange in order to recover invested capital, among other reasons. |
| Governing Rule | Article 794, paragraph 1, Article 768, paragraph 1, Article 234, Article 192, paragraph 1, Article 799, paragraph 1, Article 205, paragraph 2 and other relevant provisions of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; and Article 39 of the Ordinance on Company Accounting |
| Future plans | The two companies will hold general meetings of shareholders on 30 June 2026 or another date separately agreed between them, and seek approval of the share exchange agreement. TAIYO BUSSAN KAISHA,LTD. will submit a proposal to appoint 1 person nominated by 株式会社いちごホールディングス as a non-executive director. The share exchange is scheduled to become effective on 1 July 2026. |
Items this document does not state (3)
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 company determined that common shares were appropriate consideration because TAIYO BUSSAN KAISHA,LTD. shares will remain tradable on the Tokyo Stock Exchange after the share exchange, providing the shareholders of 株式会社いちごホールディングス with an opportunity to recover their invested capital, among other reasons. The share exchange ratio was deemed reasonable as it falls within the range calculated by the independent valuation institution.