Sumitomo Mitsui Construction to delist after INFRONEER tender offer

Sumitomo Mitsui Construction Co., Ltd. will convene an extraordinary shareholders' meeting on Tuesday, November 18, 2025, to approve a share consolidation and partial amendments to its articles of incorporation. This follows a tender offer by INFRONEER Holdings Inc. which concluded on September 26, 2025, with INFRONEER owning 126,464,523 company shares, representing an 80.61% ownership ratio.

The share consolidation proposal entails consolidating 50,000,000 company shares into one share. As a result, the company shares will be designated as a delisted issue from November 18, 2025, to December 18, 2025, and officially delisted on December 19, 2025. Following delisting, trading of the company shares on the Prime Market of the TSE will cease. Shareholders other than INFRONEER will receive JPY 600 per share for fractions less than one share arising from the consolidation.

The company also intends to abolish provisions on share unit numbers and related articles, as the total number of issued shares will decrease to 3 shares after the share consolidation. These amendments, including the reduction of authorized shares to 10, are conditional upon approval at the extraordinary shareholders' meeting and the effectiveness of the share consolidation.