Waseda Gakushukenkyukai Co.,Ltd.
Notice Regarding Acquisition of Treasury Stock and Purchase of Treasury Stock Through Off-Market Tender Offer (ToSTNeT-3)
The company will acquire as treasury stock part of the shares held by the founder and Chairperson to avoid market impact and enable agile capital policy execution. Using ToSTNeT-3, up to 1,100,000 shares (maximum 10.89% of issued shares) will be acquired, with an aggregate upper limit of 1,417,900,000 yen. The acquisition is scheduled to be executed and announced on October 27, 2026 at 08:45.
Key Figures
- Maximum number of shares to be acquired: 1,100,000 shares (representing 10.89% of total issued shares)
- Maximum aggregate acquisition value: 1,417,900,000 yen
- Acquisition schedule: October 27, 2026 at 08:45 (ToSTNeT-3)
AI要約
Overview of Capital Policy
The Company decided to acquire treasury stock in response to the founder Mr. Toshio Yoshihara's intention to sell part of his holdings, aiming to avoid market impact, improve capital efficiency, and use shares as a resource for incentive plans. The acquisition will be conducted using ToSTNeT-3 and will be based on closing prices. The upper limit is 1,100,000 shares and the aggregate upper limit is 1,417,900,000 yen. The acquisition date is October 27, 2026.
Minority Shareholder Protection and Fairness
Because this transaction involves a controlling shareholder, the Board of Directors ensured fairness and avoided conflicts of interest. Deliberation and resolution were conducted by directors excluding Mr. Yoshihara, and price fairness is ensured through transactions via ToSTNeT-3. Independent outside directors have expressed that there is no disadvantage, and the Board determined the transaction will not harm minority shareholders' interests.
Waseda Gakushukenkyukai Co.,Ltd.
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