Komori
M&A and Subsidiary Changes1822DAIHO CORPORATIONConstruction and Materials

Notice Concerning the Acquisition of Shares in 株式会社UNICONホールディングス (Securities Code: 407A) and the Execution of a Capital and Business Alliance Agreement

大豊建設 acquired a 17.00% stake in 株式会社UNICONホールディングス (1,682,133 shares) from エンデバー・ユナイテッド2号投資事業有限責任組合 and entered into a capital and business alliance agreement with UNICON. The two companies will combine their technologies and business foundations to pursue collaboration on large-scale projects and PPP and PFI projects.

Worth reading
63In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
17
Percentage of total voting rights held by all shareholders (%)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition and capital and business alliance
CounterpartyEndeavour United No. 2 Investment Limited Partnership, 株式会社UNICONホールディングス
Disclosing companyDAIHO CORPORATION
株式会社UNICONホールディングスVoting rights ownership percentageNumber of shares acquired Common shares: 1,682,133 shares (number of voting rights: Not disclosed)

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

Management of group companies, as well as construction businesses conducted through the group, including civil engineering and building construction, and related businesses such as the manufacture and sale of ready-mixed concrete

Location Miyagino-ku, Sendai, Miyagi PrefectureShare capital ¥172.248 millionDate of incorporation 9 April 2019
Net Sales¥18,808 million (fiscal year ending June 2026, consolidated revenue)
Operating profit¥1,504 million (fiscal year ending June 2026, consolidated operating profit)
Net income for the current fiscal year¥985 million (fiscal year ending June 2026, profit for the period attributable to owners of the parent)
Net assets¥4,160 million (fiscal year ending June 2026, equity attributable to owners of the parent)
Consideration and expenses
Acquisition priceNot disclosed in accordance with the seller's wishes and the confidentiality obligations between the parties
Impact on Business Performance

The Company expects the impact of this transaction on its consolidated results to be immaterial. If any matters requiring disclosure arise, the Company will promptly disclose them.

Procedures and assumptions
Management structure after acquisitionThe parties will give maximum respect to UNICON's independence and continued listing. At the 8th Annual General Meeting of Shareholders, scheduled for 29 September 2026, a proposal is expected to be submitted for the election of 1 director nominated by the Company as a candidate. The change of corporate name and treatment of employees are Not disclosed.
This transaction
ItemDetails
Transaction nameThis share acquisition and capital and business alliance
Counterparty nameEndeavour United No. 2 Investment Limited Partnership, 株式会社UNICONホールディングス
Name of the Subject Company株式会社UNICONホールディングス
Business Description of the Subject CompanyManagement of group companies, as well as construction businesses conducted through the group, including civil engineering and building construction, and related businesses such as the manufacture and sale of ready-mixed concrete
Location of the Subject CompanyMiyagino-ku, Sendai, Miyagi Prefecture
Capital Stock of the Subject Company¥172.248 million
Date of Establishment of the Subject Company9 April 2019
Net Sales of the Subject Company¥18,808 million (fiscal year ending June 2026, consolidated revenue)
Operating Profit of the Subject Company¥1,504 million (fiscal year ending June 2026, consolidated operating profit)
Net Income of the Subject Company¥985 million (fiscal year ending June 2026, profit for the period attributable to owners of the parent)
Net Assets of the Subject Company¥4,160 million (fiscal year ending June 2026, equity attributable to owners of the parent)
Acquisition priceNot disclosed in accordance with the seller's wishes and the confidentiality obligations between the parties
Number of shares acquiredCommon shares: 1,682,133 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageAfter 17.00% (before not disclosed)
Impact on Business PerformanceThe Company expects the impact of this transaction on its consolidated results to be immaterial. If any matters requiring disclosure arise, the Company will promptly disclose them.
Date of board resolution25 August 2026
Contract Date25 August 2026
Execution Date / Effective Date26 August 2026 (予定)
Management structure after acquisitionThe parties will give maximum respect to UNICON's independence and continued listing. At the 8th Annual General Meeting of Shareholders, scheduled for 29 September 2026, a proposal is expected to be submitted for the election of 1 director nominated by the Company as a candidate. The change of corporate name and treatment of employees are Not disclosed.
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

The aim is to combine the Company's newly developed infrastructure technologies with the UNICON Group's business foundation and establish a mutually complementary relationship across the infrastructure value chain, from new construction through maintenance and repair. The companies seek to achieve growth and enhance corporate value through initiatives including measures to strengthen national infrastructure resilience, joint bidding for major government-led projects, and future joint participation in PPP and PFI projects.

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Notice Concerning the Acquisition of Shares in 株式会社UNICONホールディングス (Securities Code: 407A) and the Execution of a Capital and Business Alliance Agreement | DAIHO CORPORATION (1822) timely disclosure | Komori