Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
April 6, 2026
Company name: UNION TOOL CO.
Name of representative: Takao Katayama, CEO
(Securities code: 6278; TSE Prime Market)
Inquiries: Norimasa Kurata, Executive Officer
(Telephone: +81-3-5493-1017)
Notice Concerning Disposal of Treasury Stock and Secondary Offering of SharesWe, UNION TOOL CO., hereby announce that we have determined the following matters relating to a disposal of treasury stock and a secondary offering of our shares by the resolution of the Board of Directors at its meeting held on April 6, 2026.
Background and Purpose of the FinanceIn FY12/2024 and FY12/2025, we have actively invested in production machinery and equipment to expand our PCB drill manufacturing capacity. In addition, we will proceed with the construction of Factory No.6 at the Nagaoka Plant, a production site for high-end PCB drills scheduled for completion in June 2027, while also planning further increases in equipment capacity.
We intend to allocate the funds raised in this offering to capital investment aimed at increasing production capacity and improving production efficiency. Going forward, against the backdrop of strong demand for high-end PCB drills, we expect that expanding the supply volume of our products will directly contribute to improved business performance, and we will therefore move swiftly to further expand our production capacity.
Disposal of Treasury Stock through Public Offering (Public Offering)
(1) Class and number of
shares to be offered
1,800,000 shares of our common stock
(2) Method of determination of amount to be paid in
The amount to be paid in will be determined on a day in the period from April 14, 2026 (Tue) to April 17, 2026 (Fri) (the “Pricing Date”) in accordance with the method set forth in Article 25 of the Regulations Concerning Underwriting, etc. of
Securities by the Japan Securities Dealers Association (the “JSDA”).
(3) Method of offering
The offering will be a public offering, and the underwriter (the
“Underwriter”) shall underwrite and purchase all of the shares.
In addition, the disposal price (offer price) in the public offering
shall be determined in accordance with the method set forth in Article 25 of the Regulations Concerning Underwriting, etc. of Securities by the JSDA, based on the preliminary pricing terms calculated by multiplying the closing price in ordinary market transactions of the shares of our common stock on the Tokyo Stock Exchange, Inc. on the Pricing Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by a number between 0.90 and 1.00 (with any fraction less than
one yen being rounded down), taking into account market demand.
(4) Consideration for Underwriter
We will not pay any underwriting commissions to the Underwriter. However, the aggregate amount of the difference between (i) the disposal price (offer price) and (ii) the amount
to be paid to us by the Underwriter in the public offering shall constitute proceeds to the Underwriter.
(5) Payment date
The payment date is a day in the period from April 21, 2026
(Tue) to April 23, 2026 (Thu), provided, however, that (i) the payment date is April 21, 2026 (Tue) if the Pricing Date is April 14, 2026 (Tue) or April 15, 2026 (Wed), (ii) the payment date is
April 22, 2026 (Wed) if the Pricing Date is April 16, 2026 (Thu), and (iii) the payment date is April 23, 2026 (Thu) if the Pricing Date is April 17, 2026 (Fri).
(6) The amount to be paid in and any other matters necessary for the disposal of treasury stock will be determined by the CEO.
(7) Each of the above items shall be conditioned upon the registration under the Financial Instruments and Exchange Act of Japan becoming effective.
Secondary Offering of Shares (Secondary Offering by way of Over-Allotment) (See 1. of
below.)(1) Class and number of shares to be sold
270,000 shares of our common stock
The number of shares mentioned above is the maximum number of shares to be sold. The above number may decrease, or the secondary offering itself may be cancelled entirely, depending on market demand. Furthermore, the number of shares to be sold
will be determined on the Pricing Date, taking into account market demand.
(2) Seller
The Underwriter of the Public Offering
(3) Selling price
Undetermined (The selling price will be determined on the Pricing Date; however, such selling price will be the same as
and the disposal price (offer price) in the Public Offering.)
(4) Method of secondary offering
Taking into account market demand regarding the Public Offering, the Underwriter will make a secondary offering of up
to 270,000 shares of our common stock that it borrows from certain shareholder(s).
(5) Delivery date
The delivery date is the business day immediately following the
payment date in the Public Offering.
(6) The selling price and any other matters necessary for the secondary offering will be
determined by the CEO.
(7) Each of the above items shall be conditioned upon the registration under the Financial Instruments and Exchange Act of Japan becoming effective.
- Disposal of Treasury Stock through Third-Party Allotment (See 1. of below.)
(1) Class and number of shares to be offered | 270,000 shares of our common stock. |
(2) Method of determination of amount to be paid in | The amount to be paid in will be determined on the Pricing Date. The amount to be paid in is the same as the amount to be paid in in the Public Offering. |
(3) Allottee | The Underwriter |
(4) Payment date | May 20, 2026 (Wed) |
(5) Shares not subscribed for by the subscription period (on the subscription date) will not be disposed. | |
(6) The amount to be paid in and any other matters necessary for the disposal of treasury stock through third-party allotment will be determined by the CEO. | |
(7) Each of the above items shall be conditioned upon the registration under the Financial Instruments and Exchange Act of Japan becoming effective. | |
Secondary Offering by way of Over-Allotment
The Secondary Offering by way of Over-Allotment described in “2. Secondary Offering of Shares (Secondary Offering by way of Over-Allotment)” above is a secondary offering of shares of our common stock to be conducted by the Underwriter in conjunction with “1. Disposal of Treasury Stock through Public Offering (Public Offering)” above, taking into account market demand, with up to 270,000 shares of our common stock to be borrowed from certain shareholder(s). The number of shares to be offered in the Secondary Offering by way of Over-Allotment is planned to be 270,000 shares; provided, however, as such planned number of shares is the maximum number of shares to be offered, such number may decrease or the Secondary Offering by way of Over-Allotment itself may be canceled entirely, depending on market demand. In connection with the Secondary Offering by way of Over-Allotment, we have determined that we will dispose 270,000 shares of our common stock to the Underwriter through third-party allotment (the “Third-Party Allotment”), with the payment date set to be May 20, 2026 (Wed), by the resolution of the Board of Directors at its meeting held on April 6, 2026 (Mon), in order to have the Underwriter to acquire the number of shares necessary to return the shares of our common stock (the “Borrowed Shares”) borrowed by it from certain shareholder(s), as described
above.
The Underwriter may also purchase shares of our common stock (the “Syndicate Cover Transactions”) on the Tokyo Stock Exchange, Inc., up to the number of shares in the Secondary Offering by way of Over-Allotment, for the purpose of returning the Borrowed Shares during the period from (i) the day immediately following the last day of the subscription period for the Public Offering and the Secondary Offering by way of Over-Allotment to (ii) May 15, 2026 (Fri) (the “Syndicate Cover Transaction Period”). All of the shares of our common stock to be purchased by the Underwriter through the Syndicate Cover Transactions will be used to return the Borrowed Shares. During the Syndicate Cover Transaction Period, the Underwriter may decide not to conduct any Syndicate Cover Transactions or may decide to terminate the Syndicate Cover Transactions before the number of shares purchased reaches the number of shares in the Secondary Offering by way of Over-Allotment.
Furthermore, the Underwriter may conduct stabilizing transactions in relation to the Public Offering and the Secondary Offering by way of Over-Allotment. The shares of our common stock purchased through such stabilizing transactions may be used, in part or in whole, to return the Borrowed Shares.
With respect to the number of shares (the “Planned Number of Shares”) obtained by deducting the number of shares purchased through stabilizing transactions and the Syndicate Cover
Transactions that are to be used to return the Borrowed Shares from the number of shares in the Secondary Offering by way of Over-Allotment, the Underwriter will be allotted and purchase the Planned Number of Shares of our common stock through the Third-Party Allotment. As a result, all or a part of the shares of our common stock to be disposed through the Third-Party Allotment may not be subscribed for, which may result in a decrease in the number of shares to be disposed through the Third-Party Allotment, or in the cancellation of the entire disposal, due to forfeiture of the right to subscribe for.
In the event that the Underwriter will be allotted the Planned Number of Shares of our common stock through the Third-Party Allotment, it will make payment for such shares with the funds obtained from the Secondary Offering by way of Over-Allotment.
Total number of treasury stock before and after the Disposal of Treasury Stock through Public Offering and Third-Party Allotment
Current total number of treasury stock:
2,366,487 shares
(as of March 31,
2026)
Number of shares to be disposed through Public Offering:
1,800,000 shares
Total number of treasury stock after the disposal through Public Offering:
566,487 shares
Number of shares to be disposed through
Third-Party Allotment:
270,000 shares
(Note)
Total number of treasury stock after the
disposal through Third-Party Allotment:
296,487 shares
(Note)
Note: The numbers described above are based on the assumption that all of the offered shares set forth in (1) of “3. Disposal of Treasury Stock through Third-Party Allotment” above are subscribed for and disposed.
Use of Proceeds
Use of proceeds to be raised through the offerings
With respect to the total estimated net proceeds (maximum) of JPY 26,920,930,700 from the public offering and the third-party allotment, we intend to apply the funds as follows: JPY 4,197,000,000 will be allocated by the end of June 2027 to the construction costs for Factory No.6 at the Nagaoka Plant; JPY 1,953,000,000 will be allocated by the end of December 2028 to capital investment for the expansion of machinery and equipment at the Mitsuke Plant; and the remaining balance will be allocated by the end of December 2028 to all or part of the JPY 23,866,000,000 required for capital investment for the expansion of machinery and equipment at the Nagaoka Plant.
In the event that the total estimated net proceeds exceed the aforementioned total required amount of JPY 30,016,000,000, we intend to apply such excess amount to research and development (R&D) expenses for cutting tool products and other products by the end of December 2027.
Until the time of expenditure, the proceeds will be properly managed in the Company’s bank accounts.
Change in use of proceeds raised previously Not applicable.
End