Market News
Dec. 03, 2024 TSE Results of an Examination Regarding Mergers, etc. (A Listed Company Is Expected Not to Be a Substantial Surviving Company): CUMICA CORPORATION
TSE notifies that a listed company is expected not to be a substantial surviving company.
*This decision is based on the results of an examination by Japan Exchange Regulation.
| １．Issue Name | CUMICA CORPORATION stock (Code: 8887, Market Segment: Standard Market) |
| ２．Reason (Related Clause) |
The stock is expected to fall under a case where TSE deems that a listed company is not a substantial surviving company (Securities Listing Regulations, Rule 601, Paragraph 1, Item (5), a.) |
| ３．Details of Reason | CUMICA CORPORATION (hereinafter "the Company") has announced on Dec. 2, 2024 that it will make SYLA Technologies Co., Ltd. (unlisted on TSE) its wholly-owned subsidiary through a stock swap, assuming that, among other things, the stock swap is approved at its general shareholders meeting. In the event that such a stock swap is conducted, the Company will not be a substantial surviving company. |
(Note 1) 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.
(Note 2) In the event that such a stock swap is conducted and that the Company is not a substantial surviving company, the Company’s stock will enter a grace period from the stock swap’s effective date. 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.
(Note 3) The grace period will start on the effective date of said stock swap and end on the third anniversary of the last day of the fiscal year in which said stock swap was conducted (in cases where the end date does not fall on the last day of the Company’s fiscal year, the end date will be the last day of the fiscal year that ends immediately before the third anniversary). 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.
DISCLAIMER: This translation may be used for reference purposes only. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc. and/or Japan Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, or changes with regard to this translation.
Enquiry
Tokyo Stock Exchange, Inc. Listing Department, Corporate Disclosure Office, Planning & Coordination, Listed Company Services
TEL:+81-3-3666-0141(Switchboard)