Shareholders of Art Vivant Co., Ltd. (7523) approved a 618,000-to-1 share consolidation at an extraordinary meeting on Oct. 20, 2026, a step under which all holders except tender offeror Orsay Co. and the company's second-largest shareholder are to be cashed out at ¥1,900 per share, with the stock set to be delisted from the Tokyo Stock Exchange's Standard Market on Nov. 11.
The consolidation is scheduled to take effect on Nov. 13, 2026, after which Art Vivant will have 14 shares outstanding and 50 authorized shares. The only remaining shareholders will be Orsay and Katsu Corporation, the asset management company of Representative Director, Chairman and President Katsumi Nozawa.
Fractional shares will be combined and sold to Orsay with court approval under the Companies Act. Art Vivant plans to set the sale price so that shareholders on the register as of Nov. 12 receive ¥1,900 for each share held, the same price as in Orsay's tender offer that ran from July 13 to Aug. 25, 2026. The amount actually paid may differ if court approval is not obtained or if fractional adjustments are needed. Orsay plans to fund the payment with loans from Sumitomo Mitsui Banking Corp. and Mizuho Bank.
Shareholders also approved amendments to the articles of incorporation, effective Nov. 13 on condition that the consolidation takes effect, cutting authorized shares to 50 and deleting provisions on share buybacks, the 100-share trading unit, the record date for annual meetings and electronic provision of meeting materials.
The stock was designated as a security to be delisted on Oct. 20, with Nov. 10 scheduled as the last trading day. Art Vivant plans to petition the court in late November, sell the combined fractional shares to Orsay in mid-to-late December, and pay the proceeds to shareholders around late February 2027.
| 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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