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M&A and Subsidiary Changes1444Nissou Co.,Ltd.Construction and Materials

Notice Regarding the Acquisition of Shares in Daiichi Giken Co., Ltd. (Making It a Subsidiary)

ニッソウ decided to acquire all 400 shares of 株式会社第一技研 and make it a wholly owned subsidiary. The acquisition price is ¥402.5 million, and the total amount including advisory fees and other expenses is ¥434.1 million. The share transfer is scheduled to be completed in May 2026.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
434100
¥ thousands (total acquisition price and advisory fees and other expenses)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyIshii Kaoru (石井 薫), Ishii Kazushige (石井 和茂)
Disclosing companyNissou Co.,Ltd.
株式会社第一技研Voting rights ownership percentageNumber of shares acquired 400 shares (400 voting rights)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Large-scale repair work, Other

Location Bunkyo-ku, TokyoShare capital ¥20 millionDate of incorporation 3 April 1996
Net Sales¥513.394 million (fiscal year ended March 2025)
Operating profit¥16.933 million (fiscal year ended March 2025)
Net income for the current fiscal year¥31.176 million (fiscal year ended March 2025)
Net assets¥290.936 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥402.5 million (common shares of 株式会社第一技研)
Expenses other than the acquisition price¥31.6 million (advisory fees and other expenses; approximate amount)
Impact on Business Performance

The impact of this share acquisition on the company has already been incorporated into the consolidated earnings forecast for the fiscal year ending July 2026 announced on 17 March 2026, and there will be no change to the earnings forecast. If the need to revise the earnings forecast arises or any matter requiring disclosure occurs, the company will promptly disclose it.

This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameIshii Kaoru (石井 薫), Ishii Kazushige (石井 和茂)
Name of the Subject Company株式会社第一技研
Business Description of the Subject CompanyLarge-scale repair work, Other
Location of the Subject CompanyBunkyo-ku, Tokyo
Capital Stock of the Subject Company¥20 million
Date of Establishment of the Subject Company3 April 1996
Net Sales of the Subject Company¥513.394 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥16.933 million (fiscal year ended March 2025)
Net Income of the Subject Company¥31.176 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥290.936 million (fiscal year ended March 2025)
Acquisition price¥402.5 million (common shares of 株式会社第一技研)
Expenses other than the acquisition price¥31.6 million (advisory fees and other expenses; approximate amount)
Number of shares acquired400 shares (400 voting rights)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact of this share acquisition on the company has already been incorporated into the consolidated earnings forecast for the fiscal year ending July 2026 announced on 17 March 2026, and there will be no change to the earnings forecast. If the need to revise the earnings forecast arises or any matter requiring disclosure occurs, the company will promptly disclose it.
Date of board resolution16 April 2026
Contract Date16 April 2026
Execution Date / Effective DateMay 2026 (scheduled)
Items this document does not state (13)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

In line with its medium-term management plan, ニッソウ aims to expand its services in the housing and real estate stock business by incorporating 第一技研's order base with major developers and its expertise and personnel in large-scale repair work. Through cross-selling with exclusive-area renovations, access to high-value-added projects, and more efficient construction management, it aims to stabilize its earnings base and strengthen its growth potential.

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Notice Regarding the Acquisition of Shares in Daiichi Giken Co., Ltd. (Making It a Subsidiary) | Nissou Co.,Ltd. (1444) timely disclosure | Komori