Komori
M&A and Subsidiary Changes1764KUDO CORPORATIONConstruction and Materials

Notice Regarding the Execution of an Absorption-Type Company Split Agreement in Connection with the Group Reorganization

工藤建設 has entered into an agreement to transfer its nursing care business to its wholly owned subsidiary, フローレンスケア株式会社, through an absorption-type company split. The effective date is scheduled for 1 January 2027.

Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
6257
¥ million (revenue of the business subject to the company split for the fiscal year ended June 2026)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)フローレンスケア株式会社
Disclosing companyKUDO CORPORATION
Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Nursing Care Business

Location Aoba-ku, Yokohama, Kanagawa PrefectureShare capital ¥1 million (¥30 million after the effective date)Date of incorporation 1 July 2026
Consideration and expenses
Type of ConsiderationShares (shares are scheduled to be allotted and delivered to the Company by the succeeding company; the number of shares to be allotted is Not disclosed)
Impact on Business Performance

The impact on the Company's financial results is expected to be minor.

Procedures and assumptions
Conditions Precedent to ExecutionApproval of the relevant proposals at the Company's annual general meeting of shareholders scheduled for 25 September 2026, and receipt of the necessary approvals from the relevant government authorities
Management structure after acquisitionThe demerged company will operate the construction and real estate businesses, while the succeeding company will operate the nursing care business. The representative director of the succeeding company is scheduled to be Fujii Kenji (藤井研児). The succeeding company will retain the corporate name フローレンスケア株式会社, and employment contracts for employees will be assumed within the scope stipulated in the absorption-type company split agreement.
This transaction
ItemDetails
Transaction nameName of transaction
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 CompanyAoba-ku, Yokohama, Kanagawa Prefecture
Capital Stock of the Subject Company¥1 million (¥30 million after the effective date)
Date of Establishment of the Subject Company1 July 2026
Type of ConsiderationShares (shares are scheduled to be allotted and delivered to the Company by the succeeding company; the number of shares to be allotted is Not disclosed)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's financial results is expected to be minor.
Date of board resolution28 August 2026
Contract Date28 August 2026
Execution Date / Effective Date1 January 2027 (scheduled)
Conditions Precedent to ExecutionApproval of the relevant proposals at the Company's annual general meeting of shareholders scheduled for 25 September 2026, and receipt of the necessary approvals from the relevant government authorities
Management structure after acquisitionThe demerged company will operate the construction and real estate businesses, while the succeeding company will operate the nursing care business. The representative director of the succeeding company is scheduled to be Fujii Kenji (藤井研児). The succeeding company will retain the corporate name フローレンスケア株式会社, and employment contracts for employees will be assumed within the scope stipulated in the absorption-type company split agreement.
Items this document does not state (17)
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 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 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 purpose is to operate the construction and nursing care businesses under independent management structures, enabling the appropriate allocation of management resources, clearer profitability management and identification of issues, and swift and flexible decision-making. Following the split, the Company aims to enhance the Group's corporate value over the medium to long term by strengthening its earnings capacity and improving management efficiency.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Execution of an Absorption-Type Company Split Agreement in Connection with the Group Reorganization | KUDO CORPORATION (1764) timely disclosure | Komori