Public Letter of Inquiry Regarding New Shares and 11th Stock Acquisition Rights by Third-Party Allotment Announced on April 14, 2026

Key facts

  • Public Letter of Inquiry Regarding New Shares and 11th Stock Acquisition Rights by Third-Party Allotment Announced on April 14, 2026
  • MTM Capital Co., Ltd. sent a public letter of inquiry to Chiiki Shimbunsha Co., Ltd. regarding the third-party allotment of new shares and the issuance of the 11th stock acquisition rights announced on April 14, 2026. MTM Capital points out a logical contradiction in Chiiki Shimbunsha's refusal to respond, citing fair disclosure rules, and argues that the issuance is unfair and significantly harms the common interests of shareholders.
  • Source: PR Times
  • Date: May 13, 2026

Direct answer

MTM Capital Co., Ltd. sent a public letter of inquiry to Chiiki Shimbunsha Co., Ltd. regarding the third-party allotment of new shares and the issuance of the 11th stock acquisition rights announced on April 14, 2026. MTM Capital points out a logical contradiction in Chiiki Shimbunsha's refusal to respond, citing fair disclosure rules, and argues that the issuance is unfair and significantly harms the common interests of shareholders.

Citation
Public Letter of Inquiry Regarding New Shares and 11th Stock Acquisition Rights by Third-Party Allotment Announced on April 14, 2026 (May 13, 2026), PR Times
Source
PR Times
Date
May 13, 2026
MTM Capital Co., Ltd. sent a public letter of inquiry to Chiiki Shimbunsha Co., Ltd. regarding the third-party allotment of new shares and the issuance of the 11th stock acquisition rights announced on April 14, 2026. MTM Capital points out a logical contradiction in Chiiki Shimbunsha's refusal to respond, citing fair disclosure rules, and argues that the issuance is unfair and significantly harms the common interests of shareholders.
その他NQ 0/100出典:PR Times

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  • 📰 Published: May 13, 2026 at 02:00
  • 🔍 Collected: May 12, 2026 at 17:32
  • 🤖 AI Analyzed: May 12, 2026 at 19:30 (1h 58m after Collected)
May 12, 2026

To the Board of Directors
To the Board of Corporate Auditors
Chiiki Shimbunsha Co., Ltd.

MTM Capital Co., Ltd.
Representative Director: Tomoki Shimada

Public Letter of Inquiry Regarding New Shares and 11th Stock Acquisition Rights (with Exercise Price Adjustment Clause) by Third-Party Allotment Announced on April 14, 2026

MTM Capital (hereinafter referred to as "we") sent a public letter of inquiry to the Board of Directors and Board of Corporate Auditors of Chiiki Shimbunsha Co., Ltd. (hereinafter referred to as "your company") on April 22, 2026, attempting to engage in sincere dialogue with your company's management. However, on May 1, 2026, the deadline we set for a response, your company published a press release on its website stating, "We consistently prioritize fairness and transparency in our management policies and various initiatives for stakeholders, including our shareholders, and actively disclose information not only in accordance with laws and timely disclosure rules but also through proactive IR activities." Despite this declaration, your company stated, "We will refrain from individual responses to questions from specific shareholders from the perspective of fair disclosure rules."

Regarding this point, we believe there is an undeniable logical contradiction. That is, while responding individually only to us might indeed raise issues regarding fair disclosure rules, this matter is fundamentally a "public" letter of inquiry. It is clear that if your company were to publish its response on its website, fair information disclosure to all shareholders and investors would be ensured. Therefore, the explanation that a response will not be provided due to these rules is logically flawed. Furthermore, regarding the "[Case No. 1] Basic Agreement for Business Integration with UniGrowth Co., Ltd. as the first M&A of the Regional Co-creation Platform" dated November 21, 2025, despite the timely disclosure indicating an expected period around February 2026, no appropriate information disclosure has been made since then. Additionally, in the "Explanation Document for Improving Chiiki Shimbunsha by MTM Capital" published on April 22, we pointed out arbitrary valuations regarding the stock price level. However, even now, disclosures continue to mislead by suggesting that the current stock price level is a result of the Strategic Plan.

The intention behind our sending this letter in a public format is to demand accountability from the current management regarding opaque actions and to provide an opportunity for the management to explain the facts in their own words. We are convinced that this information will be extremely beneficial not only to us but also to your company's other shareholders. The current management's response in this instance symbolizes a stance of self-preservation, disregarding sincere dialogue with shareholders, and must be said to be an extremely regrettable attitude for the management of a listed company. We, as MTM Capital, will continue to work towards improving your company's corporate value and sound corporate governance based on our legitimate shareholder rights.

In addition, your company announced the "Notice Regarding Issuance of New Shares by Third-Party Allotment and the 11th Stock Acquisition Rights (with Exercise Price Adjustment Clause)" on April 14, 2026, and on April 30 of the same month, the payment for 817,900 new shares and the allotment of 9,947 units of the 11th stock acquisition rights were executed. We believe that this third-party allotment capital increase and the issuance of the 11th stock acquisition rights (so-called MS warrants) constitute an unfair issuance that significantly harms the common interests of shareholders and a conflict of interest transaction violating the directors' duty of care and loyalty, due to points such as (i) 94.3% of the new shares being concentratedly allotted to OPUS67 Co., Ltd., which is 100% owned by Representative Director and President Katsutoshi Hosoya, (ii) the exercise price of the 11th stock acquisition rights having a structure that allows downward revision from an initial 324 yen to a minimum of 227 yen (70% of the initial exercise price, a maximum discount of approximately 30%), (iii) Next Growth Co., Ltd., the underwriter of the MS warrants, being an investment company with little substance and strong personal ties, and (iv) Mr. Hosoya already being estimated as one of the main recipients of the 9th and 10th stock acquisition rights and holding a considerable scale of stock acquisition rights, yet additionally acquiring 771,600 shares through his asset management company. The maximum dilution rate from this third-party allotment capital increase and the 11th stock acquisition rights reaches 24.0% according to your company's disclosure materials, and if all unexercised stock acquisition rights (6th, 8th, 9th, and 10th) are also exercised, the maximum dilution rate is expected to reach approximately 41%. Under the current management, stock acquisition rights have been issued a total of 6 times since 2022.

FAQ

What are the key facts in this article?

MTM Capital Co., Ltd. sent a public letter of inquiry to Chiiki Shimbunsha Co., Ltd. regarding the third-party allotment of new shares and the issuance of the 11th stock acquisition rights announced on April 14, 2026. MTM Capital points out a logical contradiction in Chiiki Shimbunsha's refusal to respond, citing fair disclosure rules, and argues that the issuance is unfair and significantly harms the common interests of shareholders.

What is the direct answer?

MTM Capital Co., Ltd. sent a public letter of inquiry to Chiiki Shimbunsha Co., Ltd. regarding the third-party allotment of new shares and the issuance of the 11th stock acquisition rights announced on April 14, 2026. MTM Capital points out a logical contradiction in Chiiki Shimbunsha's refusal to respond, citing fair disclosure rules, and argues that the issuance is unfair and significantly harms the common interests of shareholders.

What is the source and date?

PR Times: https://prtimes.jp/main/html/rd/p/000000002.000177954.html | May 13, 2026