Recomm Co., Ltd.
Notice Regarding the Conversion of Consolidated Subsidiary Recomm IE Partner Co., Ltd. into a Wholly Owned Subsidiary through Share Exchange (Simplified Share Exchange)
Implement a share exchange (simplified share exchange) to make RIE a wholly owned subsidiary. Prior to this, a treasury stock acquisition of RIE shares with cash consideration will be conducted. The number of shares to be delivered is 920,188 shares; consideration consists of cash and the Company's shares. The purpose is to expedite decision-making and integrate the Group's environmental products business. The impact on consolidated results is minor, but non-controlling interests will be eliminated and capital surplus will be affected.
Key Figures
- Number of shares to be delivered: 920,188 shares
- Reference share price: 88 yen
- Shares subject to the share exchange: 45 shares of RIE (after acquiring 53 shares held by Hikari Tsushin, the remaining 45 shares are subject)
- Hikari Tsushin's RIE shareholding ratio: 49.0% (will hold 0 shares after the share exchange; RIE will be made a wholly owned subsidiary)
AI要約
Overview of the Share Exchange
Recomm has resolved to make its consolidated subsidiary RIE a wholly owned subsidiary through a share exchange (simplified share exchange) and has concluded the agreement today. The structure provides for acquiring part of RIE's shares for cash and compensating the remainder with the Company's own shares; the number of shares to be delivered is set at 920,188 shares (reference share price: 88 yen). RIE's financial information is not disclosed because RIE is a non-disclosing company.
Future Impact and Schedule
The effective date of the share exchange is scheduled for November 9, 2026, and the treasury stock acquisition is scheduled for October 26, 2026. After the share exchange, Hikari Tsushin will hold 45 shares of RIE, and RIE will become a wholly owned subsidiary of the Company. Accounting treatment will be based on IFRS and treated as an equity transaction under continued control; goodwill will not be recognized, and non-controlling interests and capital surplus will be affected.
Recomm Co., Ltd.
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