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シーラテクノロジーズ---クミカとの経営統合に係る株式交換契約締結

Sea Technologies - Conclusion of a stock exchange agreement regarding the management integration with Kumika.

Fisco Japan ·  Dec 4, 2024 00:03

On the 2nd, Seera Technologies announced that it had resolved at the board of directors meeting held the same day to implement a management integration with Kumika <8887>, designating Kumika as a wholly owned parent company through a stock exchange, making the company a wholly owned subsidiary through the stock exchange, and had entered into a stock exchange agreement between the two companies.

This stock exchange is scheduled to be implemented on June 1, 2025, as the effective date if approved by a special resolution at the extraordinary shareholders' meeting of both companies planned for February 14, 2025. Additionally, if approval is obtained, the company's American Depositary Receipts are expected to be delisted from the Nasdaq market in the USA on May 29, 2025 (USA time), prior to the effective date of the stock exchange (June 1, 2025). Moreover, even if this stock exchange is executed, Kumika's stocks are expected to maintain listing on the Tokyo Stock Exchange Standard Market; however, there is a possibility that this may become a 'stock subjected to a grace period for the loss of substantial continuity due to merger, etc.' based on the Tokyo Stock Exchange's delisting criteria. Nevertheless, even if designated as a stock subjected to a grace period, Kumika will do its utmost to ensure compliance with the criteria for new listing examination within the grace period.

In addition, Kumika will change its trade name to Seera Holdings and its head office location to Shibuya, Tokyo (this is scheduled to be proposed at Kumika's extraordinary shareholders' meeting planned for February 14, 2025).

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