SCSK Corporation
Notice of Extraordinary General Meeting of Shareholders Regarding Stock Consolidation, Abolition of the Designation of Unit Share Number, and Partial Amendment of the Articles of Incorporation
SCSK Corporation is scheduled to be delisted from the Tokyo Stock Exchange Prime Market on March 12, 2026. The company will execute a stock consolidation combining 31,618,295 shares into one share, with a tender offer price of 5,700 yen per share. The extraordinary general meeting of shareholders is scheduled for February 9, 2026.
Key Figures
- Stock Consolidation Ratio: 31,618,295 shares consolidated into 1 share
- Tender Offer Price: 5,700 yen (up to 33.87% premium)
- Delisting Date: 2026-03-12
AI要約
Overview of Stock Consolidation and Privatization
SCSK Corporation, a subsidiary of Sumitomo Corporation, will undergo a stock consolidation on March 16, 2026, consolidating 31,618,295 shares into one share, following a tender offer by SC Investments Management Co., Ltd., a subsidiary of Sumitomo Corporation. This aims to privatize the company by limiting shareholders to Sumitomo Corporation and the tender offeror. As a result, the number of outstanding shares will decrease from 313,125,263 shares to 9 shares, and the designation of unit share number will be abolished. The tender offer price is set at 5,700 yen per share, representing a premium of up to 33.87% over the closing price on the Tokyo Stock Exchange Prime Market. Fractional shares arising from the stock consolidation will be sold to the tender offeror, and proceeds will be distributed to shareholders.
Fairness Assurance Measures and Future Outlook
For this transaction, an independent special committee was established, obtained a stock valuation report and fairness opinion from Nomura Securities and Plutus Consulting, ensuring the fairness of the transaction terms. The special committee judged that the transaction contributes to enhancing corporate value, and the board of directors resolved to support and recommend acceptance of the tender offer. The delisting is scheduled for March 12, 2026. After delisting, trading on the Tokyo Stock Exchange Prime Market will no longer be possible; however, leveraging Sumitomo Corporation’s financial strength, SCSK Corporation aims to pursue business growth post-privatization.