At meetings held today, the board of directors of Adastria Co., Ltd. and zetton, Inc. (collectively, the “Companies”) resolved to conduct a share exchange (“Share Exchange”) through which Adastria will become the wholly owning parent company and zetton will become the wholly owned subsidiary. Further, the Companies concluded a share exchange agreement (the “Agreement”) today.
The effective date of the Share Exchange is scheduled to be June 1, 2024, subject to the approval of the Agreement by a resolution of the zetton Ordinary General Meeting of Shareholders to be held on April 25, 2024. The Share Exchange will be conducted without obtaining approval of the Agreement at a meeting of the general shareholders of Adastria in accordance with the simplified share exchange procedure pursuant to Article 796-2 of the Companies Act. Shares of zetton will be delisted from the Next Market operated by the Nagoya Stock Exchange Inc. ("Nagoya Stock Exchange”) prior to the effective date of the Share Exchange (scheduled for June 1, 2024, “Effective Date”). Shares are scheduled to be delisted on May 30, 2024 (last trading date to be May 29, 2024).
* Details of the above release can be viewed in PDF file.
Notice Concerning Share Exchange Agreement (Simplified Share Exchange) Concerning Making zetton, Inc. a Wholly Owned Subsidiary of Adastria Co., Ltd.