Worth reading
45Recurring
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How definitive the wording is.This transaction
Absorption-type merger (simplified merger and short-form merger)Counterparty (target company)株式会社旭陽アクアレック
Disclosing companyDAI-ICHI CUTTER KOGYO K.K.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Coating removal, surface milling and related construction work
Location Minami-ku, Saitama, Saitama PrefectureShare capital ¥10 millionDate of incorporation 1 October 2008
Net Sales¥155.840 million (fiscal year ended September 2025)
Operating profitOperating loss of ¥13.995 million (fiscal year ended September 2025)
Net income for the current fiscal yearNet loss of ¥14.034 million (fiscal year ended September 2025)
Net assetsNet assets of ¥26.850 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNo shares will be issued and no cash or other consideration will be paid
Type of ConsiderationNo consideration (no shares will be issued and no cash or other consideration will be paid)
Impact on Business Performance
The impact of the merger on consolidated results will be immaterial.
Procedures and assumptions
Management structure after acquisitionThere will be no changes resulting from the merger to the Company’s name, location, representative’s title or name, business activities, stated capital or fiscal year-end. 株式会社旭陽アクアレック will be dissolved.
| Item | Details |
|---|---|
| Transaction name | Absorption-type merger (simplified merger and short-form merger) |
| Counterparty name | 株式会社旭陽アクアレック |
| Name of the Subject Company | 株式会社旭陽アクアレック |
| Business Description of the Subject Company | Coating removal, surface milling and related construction work |
| Location of the Subject Company | Minami-ku, Saitama, Saitama Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 October 2008 |
| Net Sales of the Subject Company | ¥155.840 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥13.995 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | Net loss of ¥14.034 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | Net assets of ¥26.850 million (fiscal year ended September 2025) |
| Acquisition price | No shares will be issued and no cash or other consideration will be paid |
| Type of Consideration | No consideration (no shares will be issued and no cash or other consideration will be paid) |
| Voting rights ownership percentage | Before 100.0% (after not disclosed) |
| Impact on Business Performance | The impact of the merger on consolidated results will be immaterial. |
| Date of board resolution | 20 April 2026 |
| Contract Date | 20 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Management structure after acquisition | There will be no changes resulting from the merger to the Company’s name, location, representative’s title or name, business activities, stated capital or fiscal year-end. 株式会社旭陽アクアレック will be dissolved. |
Items this document does not state (13)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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.The merger will integrate the two companies’ organizations to accelerate and maximize synergies and promote the efficient use of management resources, thereby strengthening the water-jet business, expanding its business scope, enhancing technical capabilities, and achieving sustainable growth and increased corporate value for the Group.
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