Worth reading
43Recurring
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
136
¥100 million (contribution amount)Wording
Conditional
How definitive the wording is.This transaction
This contributionCounterpartyObayashi North America, Inc., Obayashi USA, LLC
Disclosing companyOBAYASHI CORPORATION
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.White points represent dates designated as scheduled dates in the document.
Target company
Civil engineering business in the United States
Location United States, DelawareDate of incorporation 24 August 2026
Consideration and expenses
Acquisition priceApproximately ¥13.6 billion (cash contribution: approximately ¥7.9 billion; contribution in kind: approximately ¥5.7 billion planned)
Type of ConsiderationMixed (cash contribution and contribution in kind)
Impact on Business Performance
This transaction will have no impact on consolidated full-year results for the fiscal year ending March 2027.
Procedures and assumptions
Management structure after acquisitionThe Company's directly managed civil engineering business will be changed from the Company to OCNA, and operations will be changed from a Company-led structure to a locally incorporated company-led structure. The representative is Representative Director and President Nakamura Naoto (中村直人). The change of corporate name and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This contribution |
| Counterparty name | Obayashi North America, Inc., Obayashi USA, LLC |
| Name of the Subject Company | Obayashi Civil North America, Inc. |
| Business Description of the Subject Company | Civil engineering business in the United States |
| Location of the Subject Company | United States, Delaware |
| Date of Establishment of the Subject Company | 24 August 2026 |
| Acquisition price | Approximately ¥13.6 billion (cash contribution: approximately ¥7.9 billion; contribution in kind: approximately ¥5.7 billion planned) |
| Type of Consideration | Mixed (cash contribution and contribution in kind) |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Impact on Business Performance | This transaction will have no impact on consolidated full-year results for the fiscal year ending March 2027. |
| Date of board resolution | 13 November 2026 |
| Execution Date / Effective Date | Cash contribution: December 2026 (予定); contribution in kind: planned to be made in stages from January 2027 |
| Management structure after acquisition | The Company's directly managed civil engineering business will be changed from the Company to OCNA, and operations will be changed from a Company-led structure to a locally incorporated company-led structure. The representative is Representative Director and President Nakamura Naoto (中村直人). The change of corporate name and treatment of employees are Not disclosed. |
Items this document does not state (19)
Capital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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)Contract DateValuation 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.To promote the sustainable growth of the civil engineering business in the United States and further localize management. In addition, the contribution amount represents at least 10% of the Company's stated capital, making OCNA a specified subsidiary.
How to read this page
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