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May 29, 2020 TSE Examinations regarding mergers, etc. (not being a substantial surviving company): Stream Media Corporation

 

TSE notifies you of the likelihood of an issue entering the grace period pertaining to not being a substantial surviving company due to a merger, etc. as follows.

1.Issue Name Stream Media Corporation stock
(Code: 4772, Market Division: JASDAQ Growth)
2.Likely Grace Period From Aug. 1, 2020 (Sat.) to Dec. 31, 2023 (Sun.)
Provision Securities Listing Regulations, Rule 604-4, Paragraph 1, Item (2)
(related rule: Securities Listing Regulations, Rule 601, Paragraph 1, Item (9), Sub-item a)
(due to falling under a case where TSE deems that a listed company is not a substantial surviving company and the company is likely to enter the grace period)
3.Reason Stream Media Corporation (hereinafter "the Company") announced today that the Company has decided to conduct an absorption-type merger effective on Aug. 1, 2020, in which the Company will be the surviving company and SMEJ,Inc. (unlisted) will be dissolved, subject to approval at the Company's general shareholders meeting.
If this absorption-type merger is enacted, TSE has deemed that the Company will not be a substantial surviving company, and consequently the stock of the Company will enter a grace period from the effective date of the absorption-type merger.

(Note 1) If the Company is deemed to satisfy criteria equivalent to the initial listing criteria before the effective date of the absorption-type merger, then the stock of the Company will continue to be listed without entering the grace period. In addition, if the Company is deemed to satisfy criteria equivalent to the initial listing criteria during the grace period, then the grace period will be retracted, and the stock of the Company will continue to be listed.

(Note 2) The decision on whether a company is a "substantial surviving company" is not a decision on the nature of the business or on business continuity of said company. The decision is made based on overall consideration of matters such as (i) management performance and financial status, (ii) executive officer composition and business management organization, (iii) shareholder composition, (iv) trade name or company name, and (v) other matters that are deemed to have a material impact on the listed company due to the action in question. In general, it is a comparison of superiority of the companies involved in terms of scale, etc.

Current Designations of Issues in a Grace Period
Designation History of Issues in a Grace Period

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