Star Micronics Co., Ltd.
Notice of Extraordinary General Meeting of Shareholders Regarding Stock Split Consolidation, Abolition of the Designation of Trading Unit Shares, and Partial Amendment of the Articles of Incorporation
Star Micronics Co., Ltd. is scheduled to be delisted from the Tokyo Stock Exchange Prime Market on March 13, 2026, consolidating 8,652,350 shares into one share and reducing the total number of issued shares to 5 shares. The tender offer price is 2,210 yen, and the extraordinary general meeting of shareholders is planned for February 26, 2026.
Key Figures
- Tender Offer Price: 2,210 yen (per share)
- Stock Split Consolidation Ratio: Consolidation of 8,652,350 shares into 1 share
- Total Issued Shares: Reduced from 48,481,334 shares to 5 shares
- Scheduled Delisting Date: 2026-03-13
- Extraordinary General Meeting Date: 2026-02-26
AI要約
Overview of Stock Split Consolidation and Privatization
Star Micronics Co., Ltd. will conduct a stock split consolidation aimed at privatization after the tender offer by Solstice Co., Ltd., the tender offeror, and its related funds, by acquiring 51.12% of voting rights. The consolidation ratio is set at 8,652,350 shares into 1 share, reducing the total number of issued shares from 48,481,334 shares to 5 shares. Consequently, the Company is scheduled to be delisted from the Tokyo Stock Exchange Prime Market on March 13, 2026.
Fairness of Tender Offer Price and Evaluation by the Special Committee
The tender offer price is set at 2,210 yen per share, which falls within the valuation range of the stock value assessment report by SMBC Nikko Securities and exceeds the highest stock price of 2,172 yen in the last five years. An independent special committee has confirmed the fairness and appropriateness of the transaction, concluding it to be a fair transaction for general shareholders. The tender offer period is set for 30 business days, providing ample time and opportunity for competitive bids.
Impact on Shareholders and Fractional Share Handling
As a result of the stock split consolidation, shares held by shareholders other than the tender offeror and related funds will become fractional shares less than one share, and these fractional shares will be purchased at the tender offer price of 2,210 yen. The payment will be distributed to shareholders accordingly. The plan includes purchase by the tender offeror with court approval, with funds secured through loans from Shizuoka Bank and investments from the funds.
Future Outlook and Amendments to the Articles of Incorporation
The effective date of the stock split consolidation is scheduled for March 17, 2026. On the same day, the designation of trading unit shares will be abolished, and partial amendments to the articles of incorporation will be implemented. This will reduce the total number of authorized shares to 20 shares, and shareholders will be limited to the tender offeror and related funds. The extraordinary general meeting of shareholders is planned for February 26, 2026.
