Komori
M&A and Subsidiary Changes1764KUDO CORPORATIONConstruction and Materials

Notice Regarding a Company Split and the Establishment of a Subsidiary (Company Split Preparation Company) in Connection with the Group's Organizational Restructuring

The company has decided to transfer its nursing care business through an absorption-type company split to its wholly owned subsidiary, フローレンスケア株式会社, to be established on 1 July 2026. The construction and nursing care businesses will be separated and operated under independent management structures.

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This transaction

This Group Reorganization (This Absorption-Type Company Split)
Counterparty (target company)フローレンスケア株式会社
Disclosing companyKUDO CORPORATION
Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

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

Nursing Care Business

Location 4-33-10 Shinishikawa, Aoba-ku, Yokohama, KanagawaShare capital ¥1 millionDate of incorporation 1 July 2026
Impact on Business Performance

The impact on the Company's results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionApproval by resolution of the company's annual general meeting of shareholders scheduled for late September 2026, and the licenses, permits and other approvals required from the relevant government authorities for this Group Reorganization
Management structure after acquisitionフローレンスケア株式会社 will be made the company's wholly owned subsidiary, with Fujii Kenji (藤井 研児) as representative director. The construction and nursing care businesses will be operated under independent management structures. The change of corporate name and employee treatment are not disclosed.
This transaction
ItemDetails
Transaction nameThis Group Reorganization (This Absorption-Type Company Split)
Counterparty nameフローレンスケア株式会社
Name of the Subject Companyフローレンスケア株式会社
Business Description of the Subject CompanyNursing Care Business
Location of the Subject Company4-33-10 Shinishikawa, Aoba-ku, Yokohama, Kanagawa
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject Company1 July 2026
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on the Company's results will be immaterial.
Date of board resolution26 June 2026
Contract Date28 August 2026 (scheduled)
Execution Date / Effective Date1 January 2027 (scheduled)
Conditions Precedent to ExecutionApproval by resolution of the company's annual general meeting of shareholders scheduled for late September 2026, and the licenses, permits and other approvals required from the relevant government authorities for this Group Reorganization
Management structure after acquisitionフローレンスケア株式会社 will be made the company's wholly owned subsidiary, with Fujii Kenji (藤井 研児) as representative director. The construction and nursing care businesses will be operated under independent management structures. The change of corporate name and employee treatment are not disclosed.
Items this document does not state (18)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger 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 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.

The construction and nursing care businesses differ significantly in their business characteristics, required expertise and personnel. The company therefore determined that it is necessary to proceed under independent management structures with the appropriate allocation of management resources, profitability management, clearer identification of issues and faster decision-making. The company states that this will promote growth strategies for each business and improve profitability, management efficiency and corporate value over the medium to long term.

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Notice Regarding a Company Split and the Establishment of a Subsidiary (Company Split Preparation Company) in Connection with the Group's Organizational Restructuring | KUDO CORPORATION (1764) timely disclosure | Komori