- May 11, 2021
- Press Release
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Company Name: Capcom Co., Ltd.
Representative: Haruhiro Tsujimoto, President and COO
(Code No. 9697 First Section of Tokyo Stock Exchange)
Contact: Shin Kurosawa, Senior Manager of
Public Relations and Investor Relations Section
Phone Number: +81-6-6920-3623
Announcement regarding Scheduled Change in Principal Shareholder and Principal Shareholder that is the Largest Shareholder, as well as the Acquisition of the Company’s Stock (Code No. 9697) by Tsujimoto Co., Ltd.
Capcom Co., Ltd. (the Company) would like to announce today that we anticipate a change in a principal shareholder and the principal shareholder that is the largest shareholder. As described in the attachment from Tsujimoto Co., Ltd., we were notified of the decision that ownership of the Company’s stock that is held by Crossroad Co., Ltd., the Company’s principal shareholder that is the largest shareholder, will be transferred to Tsujimoto Co., Ltd., a wholly-owned subsidiary of Crossroad Co., Ltd., following an absorption-type Corporate Split in which Tsujimoto Co., Ltd. will be the successor company and Crossroad Co., Ltd. will be the splitting company, with an effective date of July 2, 2021. Details are as follows.
The materials provided herein serve as both public disclosure based on Securities Listing Regulations as well as an announcement to be made pursuant to Article 30, Paragraph 1, Item 4 of the Order for Enforcement of the Financial Instruments and Exchange Act in Japan, based on the request made by Tsujimoto Co., Ltd. (the acquirer of the shares) to Capcom Co., Ltd. (the issuer of the listed shares to be transferred).
1. Background
The Company was notified by Tsujimoto Co., Ltd. that Tsujimoto Co., Ltd., a wholly-owned subsidiary of Crossroad Co. Ltd., has entered into a contractual agreement with Crossroad Co. Ltd. for an absorption-type Corporate Split where 21,365,200 shares of the Company held by Crossroad Co. Ltd. will be transferred to Tsujimoto Co., Ltd. As a result of this, there will be a change in the Company’s principal shareholder and the principal shareholder that is the largest shareholder as of July 2, 2021, the effective date of this absorption-type Corporate Split.
Additionally, the Company was notified that Tsujimoto Co., Ltd. plans to change the name of its business to Crossroad Co., Ltd. as of the above date. Therefore, following the July 2, 2021 name change, Tsujimoto Co., Ltd. will become the Company’s principal shareholder that is the largest shareholder as Crossroad Co., Ltd., and the splitting company in the absorption-type Corporate Split (Crossroad Co., Ltd.) will cease to be the Company’s principal shareholder that is the largest shareholder.
Further, the "Notice Regarding Decision to Acquire Stock" received from Tsujimoto Co., Ltd. has been included as a separate attachment as it is possible that the acquisition of the Company’s stock from Crossroad Co., Ltd. by Tsujimoto Co., Ltd. may constitute an act of buying, specified by Cabinet Order as an act equivalent to the launch of a tender offer as stipulated in Article 167, Paragraph 1 of the Financial Instruments and Exchange Act and Article 31 of the Order for Enforcement of the Financial Instruments and Exchange Act in Japan.
Tsujimoto Co., Ltd. and Crossroad Co., Ltd., the splitting company in the absorption-type Corporate Split, are asset management companies either directly or indirectly wholly owned by the Company’s representative director, Haruhiro Tsujimoto, and their close relatives.
2. Summary of Change in Shareholder (as of July 2, 2021)
(1)Profile of the Shareholder to Become the New Principal Shareholder that is the Largest Shareholder
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| (1) Name | Crossroad Co., Ltd. (business name scheduled to change from Tsujimoto Co., Ltd. on July 2, 2021) |
| (2) Address | 5-2-15, Eganosho, Habikino city, Osaka |
| (3) Representative name and title | Yoshiyuki Tsujimoto, President |
| (4) Principle business | Asset management company |
| (5) Paid-in capital | 10 million yen |
(2) Profile of the Shareholder that Will No Longer Be the Principal Shareholder that is the Largest Shareholder
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| (1) Name | Crossroad Co., Ltd. (the splitting company in the absorption-type Corporate Split) |
| (2) Address | 5-2-15, Eganosho, Habikino city, Osaka |
| (3) Representative name and title | Yoshiyuki Tsujimoto, President |
| (4) Principle business | Asset management company |
| (5) Paid-in capital | 8 million yen |
Note: The above company plans to change its business name on July 2, 2021, the effective date of the absorption-type Corporate Split.
3. Number of voting rights (shares) held by the shareholder and its percentage of total voting rights outstanding
(1)Crossroad Co., Ltd. (business name scheduled to change from Tsujimoto Co., Ltd. on July 2, 2021)
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| Number of voting rights （Number of shares held） |
Percentage of total voting rights outstanding |
Shareholder ranking | |
| Before change (March 31, 2021) |
– | – | – |
| After change | 213,652 rights (21,365,200 shares) |
10.01% | 1st |
(2)Crossroad Co., Ltd. (the splitting company in the absorption-type Corporate Split)
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| Number of voting rights （Number of shares held） |
Percentage of total voting rights outstanding |
Shareholder ranking | |
| Before change (March 31, 2021) |
213,652 rights (21,365,200 shares) |
10.01% | 1st |
| After change | – | – | – |
Notes:
- 1. With an effective date of April 1, 2021, Capcom performed a 2-for-1 stock split of its common stock. Capcom calculated the number of voting rights (number of shares held), the total number of issued shares and the number of non-voting shares assuming that the stock split was implemented with an effective date of March 31, 2021.
- 2. As described in Note 1. above, the percentage of total voting rights outstanding was calculated based on the total number of voting rights (2,134,998 rights) after excluding 57,393,176 shares of non-voting stock from the 270,892,976 total number of issued shares, assuming that the stock split was implemented with an effective date of March 31, 2021.
- 3. Shareholder ranking is based on the ranking in the Shareholders’ Register as of March 31, 2021.
4. Scheduled Date of Change
July 2, 2021
5. Outlook
Tsujimoto Co., Ltd. (business name scheduled to change to Crossroad Co., Ltd. on July 2, 2021) has notified the Company that it intends to maintain its holdings for the long term. As such, the Company does not anticipate that this change will affect its management structure or business performance.
(Attachment)
- May 11, 2021
-
Company Name: Tsujimoto Co., Ltd.
Representative: Yoshiyuki Tsujimoto, President
Notice Regarding Decision to Acquire Stock
As described below, we hereby give notice that we have decided to carry out an absorption-type Corporate Split where shares of Capcom Co. Ltd. will be transferred to our company.
It is possible that this acquisition of stock may constitute an act of buying, specified by Cabinet Order as an act equivalent to the launch of a tender offer as stipulated in Article 167, Paragraph 1 of the Financial Instruments and Exchange Act and Article 31 of the Order for Enforcement of the Financial Instruments and Exchange Act in Japan.
Further, we intend to change the name of our business to Crossroad Co., Ltd. on July 2, 2021, the effective date of the absorption-type Corporate Split.
| 1. Issue name: | Common stock of Capcom Co., Ltd. (code no. 9697 First Section of Tokyo Stock Exchange) |
| 2. Purchase amount: | 21,365,200 shares (percentage of total voting rights outstanding: 10.01%) |
| 3. Purchase date: | July 2, 2021 (effective date of the absorption-type Corporate Split) |
| 4. Other: | As of today, we have entered into a contractual agreement with Crossroad Co., Ltd., our wholly-owning parent company, for an absorption-type Corporate Split where 21,365,200 shares of Capcom Co., Ltd. held by Crossroad Co. Ltd. will be transferred to Tsujimoto Co., Ltd. in an asset transfer via an absorption-type Corporate Split. Through this transfer arising from the absorption-type Corporate Split in which we are involved, we aim to become a long-term shareholder of Capcom Co., Ltd. |
