Source disclosure: January 26, 2026
Forum Engineering Inc. [7088.T]
TOKYO, Jan 26 (Kyodo) -- Forum Engineering Inc., listed under code number 7088 on the Tokyo Stock Exchange's Prime Market, announced today that it will convene an extraordinary shareholders' meeting on February 25 to address several key changes related to its share structure and capital adjustments as part of a broader tender offer transaction.
The company said KJ003 Co., Ltd. had completed a public tender offer for Forum Engineering shares aimed at delisting them from public trading on December 23, 2025. Following this, Forum Engineering plans to implement a self-tender offer to acquire shares held by major shareholder Lataire Holdings Corp. and other shareholders. This process is expected to involve significant changes to the company's articles of incorporation, including the issuance of new A-type preference shares and reductions in both capital stock and reserve funds.
Specifically, Forum Engineering aims to amend its articles of incorporation to allow for the issuance of these new A-type preference shares, which would be subscribed exclusively by KJ003 Co., Ltd. Additionally, the company intends to reduce its capital stock and reserves based on the proceeds from the issuance of these new shares. If the dual tender offers do not result in full acquisition of all outstanding shares except those issued upon exercise of subscription rights and excluding treasury shares owned by Forum Engineering itself, the company plans to proceed with a share consolidation under Article 180 of the Companies Act.
Furthermore, if the share consolidation takes effect, Forum Engineering also plans to eliminate the stipulation regarding the unit holding amount of its shares through another amendment to its articles of incorporation. These measures are designed to streamline the company's ownership structure, making all shareholders either direct holders of Forum Engineering shares or subsidiaries of KJ003 Co., Ltd.
Forum Engineering has scheduled its extraordinary general meeting for February 25, where shareholders will vote on five proposals, including amendments to the articles of incorporation, issuance of third-party allocation shares, reduction of capital stock and reserve funds, share consolidation, and further amendments to the articles of incorporation post-consolidation. Shareholders are advised to attend or submit proxies to participate in what could be a pivotal decision-making session affecting the future direction of the company.
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