Fujitec Co., Ltd.
Notice Regarding Stock Consolidation, Abolition of the Unit Share System, and Partial Amendment of the Articles of Incorporation
Fujitec Co., Ltd. plans to implement a stock consolidation on March 25, 2026, consolidating 6,531,252 shares into one share, reducing total issued shares from 78,375,024 shares to 12 shares. In conjunction, the unit share system will be abolished, and the company is expected to be delisted from the Tokyo Stock Exchange Prime Market on March 23, 2026.
Key Figures
- Stock Consolidation Ratio: 6,531,252 shares consolidated into 1 share
- Total Issued Shares (before consolidation): 78,375,024 shares
- Total Issued Shares (after consolidation): 12 shares
- Tender Offer Price: 5,700 yen per share
- Scheduled Delisting Date: 2026-03-23
AI要約
Background of Stock Consolidation and Privatization
The Company has acquired 79.31% of its shares as of December 22, 2025, through a tender offer conducted by Bospolder 1 Co., Ltd. (related to EQT) and is proceeding with a series of transactions aimed at privatization. Following approval of the stock consolidation and abolition of the unit share system at the extraordinary shareholders meeting on February 20, 2026, the Company is scheduled to be delisted from the Tokyo Stock Exchange Prime Market on March 23, 2026. The stock consolidation will consolidate 6,531,252 shares into one share, significantly reducing total issued shares.
Tender Offer Price and Fairness Assurance Measures
The tender offer price is set at 5,700 yen per share, reflecting a premium of 17.79% to 27.32% over the market price. An independent special committee has been established, and valuation reports from UBS Securities and Nomura Securities have been obtained to ensure fairness and appropriateness. The tender offer process includes opportunities for competing proposals, and provisions for transaction protection and conflict of interest avoidance have been implemented.
Abolition of the Unit Share System and Partial Amendments to the Articles of Incorporation
Effective on March 25, 2026, the date the stock consolidation takes effect, the unit share system will be abolished, and the total number of authorized shares will be amended to 45 shares. This amendment will also remove provisions related to restrictions on rights for odd-lot shares, record dates for ordinary shareholders meetings, and electronic provision measures.
Future Outlook
Following the stock consolidation and privatization, the Company’s shares will be delisted on March 23, 2026, and trading on the Tokyo Stock Exchange Prime Market will no longer be available. Shares less than one unit resulting from fractional processing will be sold to the tender offeror based on the tender offer price, and the proceeds will be distributed to shareholders.
