Source disclosure: February 06, 2026
SANYU CONSTRUCTION CO.,LTD. [1841.T]
TOKYO — Sanyu Construction Co., Ltd. announced today that its board has decided to convene an extraordinary shareholders' meeting scheduled for March 6, 2026, where it will propose several significant changes including share consolidation and the abolition of the minimum unit holding requirement. The company also plans to amend certain provisions of its articles of incorporation.
The ordinary shares of Sanyu Construction (code number: 1841, Tokyo Stock Exchange Standard) will be delisted from the Tokyo Stock Exchange during this process due to non-compliance with the exchange's listing standards. As such, the shares will be designated as a "delisting candidate" between March 6 and March 26, 2026, after which they will officially cease trading on the Tokyo Stock Exchange Standard market from March 27, 2026. Shareholders are advised to take note of these developments and adjust their holdings accordingly.
Regarding the share consolidation plan, Sanyu Construction aims to implement this measure as part of a management buyout (MBO) transaction initiated by Kabaro Kikaku Corporation. This move follows the public tender offer conducted by Kabaro Kikaku to acquire all outstanding shares of Sanyu Construction except those held by certain affiliated entities and individuals who have agreed not to participate in the tender offer. On December 26, 2025, Sanyu Construction reported that Kabaro Kikaku had successfully acquired 1,626,163 shares representing approximately 49.86% of the issued shares based on the total of 4,000,000 shares minus treasury stocks held by the company.
To ensure fairness and transparency throughout the MBO process, Sanyu Construction established a special committee comprising independent outside directors and external experts. This committee was tasked with overseeing negotiations and making critical decisions regarding the terms of the tender offer, including the initial proposal price set at ¥1,350 per share, reflecting premiums ranging from 18.42% to 22.17% over various average closing prices observed in recent months. Following discussions and adjustments, the final tender offer price was determined, aiming to better reflect fair value and protect minority shareholder interests.
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