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How definitive the wording is.This transaction
This mergerCounterparty (target company)SWテクノ株式会社
Disclosing companyWATANABE SATO CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Machinery rental business
Location Machida, TokyoShare capital ¥10 millionDate of incorporation 28 July 2005
Net Sales¥118 million (fiscal year ended March 2026, non-consolidated)
Operating profit¥7 million (fiscal year ended March 2026, non-consolidated)
Net income for the current fiscal year¥5 million (fiscal year ended March 2026, non-consolidated)
Net assets¥119 million (fiscal year ended March 2026, non-consolidated)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued or cash or other assets allocated in connection with this merger)
Type of ConsiderationNo consideration (no new shares will be issued or cash or other assets allocated)
Merger ratio/share exchange ratioNot applicable (no allocation)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThis is a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the same Act, and therefore shareholder approval at a general meeting is not required.
Management structure after acquisitionThere will be no changes to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end as a result of this merger. SWテクノ株式会社 will dissolve on the effective date.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | SWテクノ株式会社 |
| Name of the Subject Company | SWテクノ株式会社 |
| Business Description of the Subject Company | Machinery rental business |
| Location of the Subject Company | Machida, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 28 July 2005 |
| Net Sales of the Subject Company | ¥118 million (fiscal year ended March 2026, non-consolidated) |
| Operating Profit of the Subject Company | ¥7 million (fiscal year ended March 2026, non-consolidated) |
| Net Income of the Subject Company | ¥5 million (fiscal year ended March 2026, non-consolidated) |
| Net Assets of the Subject Company | ¥119 million (fiscal year ended March 2026, non-consolidated) |
| Acquisition price | Not applicable (no new shares will be issued or cash or other assets allocated in connection with this merger) |
| Type of Consideration | No consideration (no new shares will be issued or cash or other assets allocated) |
| Merger ratio/share exchange ratio | Not applicable (no allocation) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 6 August 2026 |
| Contract Date | 6 August 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | This is a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the same Act, and therefore shareholder approval at a general meeting is not required. |
| Management structure after acquisition | There will be no changes to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end as a result of this merger. SWテクノ株式会社 will dissolve on the effective date. |
Items this document does not state (11)
Expenses other than the acquisition priceTender 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.To review the Group's overall management structure and improve the efficiency and rationalisation of its organisational operations.
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