Decision and Details
Board of Directors of Sumiken Mitsui Road Co., Ltd.Approval of a demand for sale of shares by a special controlling shareholder
By making Sumiken Mitsui Road a wholly owned subsidiary through this transaction, the company expects to achieve mutual utilization of management resources with the INFRONEER Holdings group, strengthen its ability to win orders and sales activities, and advance DX, operational efficiency and human capital initiatives. The sale consideration is also the same as the tender offer price, taking minority shareholders into consideration.
The specific amount of the impact on financial results is Not disclosed. The company has determined that this transaction will contribute to enhancing corporate value.
| Item | Details |
|---|---|
| Matter Covered | Approval of a demand for sale of shares by a special controlling shareholder |
| Decision-Making Body | Board of Directors of Sumiken Mitsui Road Co., Ltd. |
| Decision Date | 8 May 2026 |
| Implementation Date | 2 June 2026 (scheduled acquisition date) |
| Amount | ¥2,000 per share subject to the sale demand; the total consideration for the shares subject to the sale demand is Not disclosed |
| Quantity / scale | All shares in the company held by the shareholders subject to the sale demand; 3,867,498 shares tendered; Sumitomo Mitsui Construction's ownership interest of 90% or more |
| Impact on Business Performance | The specific amount of the impact on financial results is Not disclosed. The company has determined that this transaction will contribute to enhancing corporate value. |
| Reason | By making Sumiken Mitsui Road a wholly owned subsidiary through this transaction, the company expects to achieve mutual utilization of management resources with the INFRONEER Holdings group, strengthen its ability to win orders and sales activities, and advance DX, operational efficiency and human capital initiatives. The sale consideration is also the same as the tender offer price, taking minority shareholders into consideration. |
| Governing Rule | Companies Act, Article 179, paragraph 1; Article 179-2, paragraph 1; Article 179-5, paragraph 1; Ordinance for Enforcement of the Companies Act, Articles 33-5 and 33-7 |
| Related previous disclosures | 9 March 2026: “Notice of Opinion in Favor of, and Recommendation to Tender in, the Tender Offer for the Company's Shares by Sumitomo Mitsui Construction Co., Ltd., the Company's Parent Company”; 14 May 2025: “Medium-Term Management Plan 2025-2027” |
| Future plans | Sumitomo Mitsui Construction is scheduled to acquire the shares subject to the sale demand on 2 June 2026. The consideration is scheduled to be delivered within a reasonable period after the acquisition date. |
Items this document does not state (1)
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 company determined that making Sumiken Mitsui Road a wholly owned subsidiary through this transaction would contribute to enhancing corporate value, that the sale consideration is the same as the tender offer price, that the fairness and appropriateness of the terms had been recognized by the special committee, and that the funds required for payment had been secured.