Komori
M&A and Subsidiary Changes1407West Holdings CorporationConstruction and Materials

Notice Regarding a Merger Between Wholly Owned Subsidiaries

The parent company will absorb 株式会社ウエストエネルギーソリューション and 株式会社ウエストビギン, both of which it owns 100%, with the former as the surviving company and the latter as the dissolved company. The effective date is scheduled for 1 June 2026, and no new shares will be issued or cash or other assets allocated.

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This transaction

This merger
Counterparty株式会社ウエストエネルギーソリューション, 株式会社ウエストビギン
Disclosing companyWest Holdings Corporation
株式会社ウエストエネルギーソリューション (surviving company), 株式会社ウエストビギン (dissolved company)Subject of this transactionVoting rights ownership percentage Before 100% (the Company owns both the surviving and dissolved companies) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Construction business (surviving company), wholesale of renewable energy-related products (dissolved company)

Location Nishi-ku, Hiroshima, Hiroshima Prefecture (both companies)Share capital ¥110 million (surviving company), ¥300 million (dissolved company)Date of incorporation July 1966 (founded October 1981) (surviving company), March 2006 (dissolved company)
Consideration and expenses
Acquisition priceNo new shares will be issued and no cash or other assets will be allocated
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other assets will be allocated)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be allotted in connection with this merger)
Impact on Business Performance

As this is a merger between wholly owned subsidiaries of the Company, the impact on the Company's consolidated results is expected to be minor.

Procedures and assumptions
Conditions Precedent to ExecutionThe shareholders' meeting to approve the merger, scheduled for 29 May 2026
Management structure after acquisitionThere will be no changes to the surviving company's name, head office location, representative, business activities, capital or fiscal year-end as a result of this merger.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社ウエストエネルギーソリューション, 株式会社ウエストビギン
Name of the Subject Company株式会社ウエストエネルギーソリューション (surviving company), 株式会社ウエストビギン (dissolved company)
Business Description of the Subject CompanyConstruction business (surviving company), wholesale of renewable energy-related products (dissolved company)
Location of the Subject CompanyNishi-ku, Hiroshima, Hiroshima Prefecture (both companies)
Capital Stock of the Subject Company¥110 million (surviving company), ¥300 million (dissolved company)
Date of Establishment of the Subject CompanyJuly 1966 (founded October 1981) (surviving company), March 2006 (dissolved company)
Acquisition priceNo new shares will be issued and no cash or other assets will be allocated
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other assets will be allocated)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be allotted in connection with this merger)
Voting rights ownership percentageBefore 100% (the Company owns both the surviving and dissolved companies) (after not disclosed)
Impact on Business PerformanceAs this is a merger between wholly owned subsidiaries of the Company, the impact on the Company's consolidated results is expected to be minor.
Date of board resolution24 April 2026
Contract Date24 April 2026
Execution Date / Effective Date1 June 2026 (scheduled)
Conditions Precedent to ExecutionThe shareholders' meeting to approve the merger, scheduled for 29 May 2026
Management structure after acquisitionThere will be no changes to the surviving company's name, head office location, representative, business activities, capital or fiscal year-end as a result of this merger.
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To strengthen the support structure for customers by making effective use of the Group's management resources, improving operational efficiency and speeding up decision-making.

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Notice Regarding a Merger Between Wholly Owned Subsidiaries | West Holdings Corporation (1407) timely disclosure | Komori