両社において総合的に検討した結果、本株式交換によって同社が大東建託の完全子会社となることが、両社の企業価値の向上に資するものであるとの認識で一致したことから、本株式交換に係る割当比率を含む諸条件についての検討及び協議を経て合意に至り、両社の取締役会において、大東建託が同社を完全子会社とすることを目的として、本株式交換を実施することを決議し、本株式交換契約を締結した。Housecom <3275> announced on the 29th that Daikyo Kenzai <1878> and the two companies, at their respective board meetings held on the same day, decided to implement a stock exchange where Daikyo Kenzai will become the parent company and Housecom will become the subsidiary company, and announced that they have signed a stock exchange agreement between the two companies.
Furthermore, this stock exchange, at Daikyo Kenzai, will be conducted through a simplified stock exchange procedure that does not require approval by the shareholders' meeting based on the provisions of Article 796, Paragraph 2 of the Companies Act. In addition, in Housecom's case, after obtaining approval of this stock exchange agreement through a resolution at Housecom's extraordinary general meeting of shareholders scheduled for December 20, 2024, the stock exchange is planned to take effect on February 1, 2025.
Prior to the effective date of this stock exchange, Housecom's common stock is scheduled to be delisted from the Tokyo Stock Exchange Standard Market on January 30, 2025.
After comprehensive consideration by both companies, they reached an agreement through discussions and deliberations on various conditions, including the allocation ratio related to this stock exchange, recognizing that the company becoming a wholly-owned subsidiary of Daikyo Kenzai through this stock exchange will contribute to the enhancement of both companies' corporate value. Consequently, the board of directors of both companies resolved to implement this stock exchange with the purpose of Daikyo Kenzai becoming a wholly-owned subsidiary, and signed the stock exchange agreement.
The date of the board resolution to sign the stock exchange agreement (both companies) is October 29, 2024, the date of signing the stock exchange agreement (both companies) is October 29, 2024. The date of the extraordinary general meeting of shareholders (Housecom) is December 20, 2024 (scheduled), the delisting date (Housecom) is January 30, 2025 (scheduled), and the scheduled implementation date of the stock exchange (effective date) (both companies) is February 1, 2025 (scheduled).
