Canon Electronics Inc.
Notice of Extraordinary General Meeting of Shareholders Regarding Share Consolidation, Abolition of the Provision on Number of Shares per Unit, and Partial Amendment of Articles of Incorporation
Canon Electronics plans to delist from the Tokyo Stock Exchange Prime Market on April 21, 2026. Through a share consolidation, the number of shares will be reduced from 40,901,811 shares to 6 shares, resulting in Canon Inc., the tender offeror, becoming the sole shareholder.
Key Figures
- Share Consolidation Ratio: 6,235,122 shares consolidated into 1 share
- Total Number of Issued Shares (Before Effective Date): 40,901,811 shares
- Total Number of Issued Shares (After Effective Date): 6 shares
- Tender Offer Price: 3,650 yen/share
- Number of Shares Owned by Tender Offeror: 35,971,419 shares (87.94%)
AI要約
Overview of Share Consolidation and Delisting
Canon Electronics Inc. will hold an extraordinary general meeting of shareholders on March 19, 2026, to propose the share consolidation (consolidating 6,235,122 shares into 1 share), abolition of the provision on the number of shares per unit, and partial amendments to the articles of incorporation. As a result, the total number of issued shares will be reduced from approximately 40.9 million shares to 6 shares, leaving Canon Inc., the tender offeror, as the sole shareholder. The effective date of the share consolidation is scheduled for April 23, 2026, with delisting planned for April 21, 2026.
Background of the Tender Offer and Measures to Ensure Fairness
Canon Inc. conducted a tender offer from December 1, 2025, to January 19, 2026, acquiring 87.94% of shares. The tender offer price was set at 3,650 yen/share after multiple negotiations. An independent third-party valuation institution (Nomura Securities) and legal advisor (Shimada Law Office) were appointed to ensure fairness. An independent special committee was also established to evaluate the appropriateness and fairness of the transaction terms, concluding that the sale opportunity was provided to shareholders at a reasonably premium price.
Synergy Effects and Future Outlook
With this transaction, Canon Electronics will become a wholly owned subsidiary of the Canon Group, expected to generate synergies including expansion of space-related businesses, strengthened collaboration in component and electronic information equipment businesses, improved production efficiency, cost reduction, and expanded personnel exchanges. On the other hand, constraints on fundraising and impacts on social credibility due to delisting are expected to be limited.
