CE Holdings (4320) will ask shareholders at an extraordinary meeting on Nov. 13, 2026 to approve a 3,204,500-to-1 share consolidation, with its stock scheduled to be delisted from the Tokyo Stock Exchange Standard Market and the Sapporo Securities Exchange on Jan. 13, 2027.
The board resolved on Oct. 9 to submit the consolidation, the abolition of the company's share-unit provision and partial amendments to its articles of incorporation to the meeting. The consolidation is conditional on the success of a planned self-tender offer by the company.
The moves are part of a deal by SK-03 Co., Ltd. to acquire all CE Holdings shares and take the company private. SK-03 conducted a tender offer from Aug. 6 to Sept. 17, 2026, and together with 1,450,800 shares bought in a parallel purchase from the company's chairman and CEO, held 9,075,502 shares, or 54.42%, as of Sept. 29.
Under agreements with SK-03, Hikari Tsushin group entities will tender 1,152,900 shares (6.91%) and NEC Corp. all of its 1,200,000 shares (7.20%) into the self-tender offer. If the company acquires all of them, SK-03's stake would rise to 63.36%. A further 3,204,500 shares held by the Hikari Tsushin group are to be sold to the company after the consolidation takes effect.
The board also resolved to cancel all of its treasury shares, subject to shareholder approval of the consolidation and the success of the self-tender offer. As of Sept. 30, 2026, the company had 17,039,400 issued shares, including 363,863 treasury shares.
The shares are to be designated as securities to be delisted from the day the self-tender offer's success is announced, expected around mid-December 2026, through Jan. 12, 2027, before delisting on Jan. 13. Treasury shares are to be canceled on Jan. 14 and the consolidation is to take effect on Jan. 15. The company also plans an extraordinary shareholders' meeting around mid-January 2027 on a third-party allotment of non-voting class shares to SK-03 and a capital reduction.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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