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地研テクノ株式会社 Share Acquisition (Making It a Wholly Owned Subsidiary)CounterpartyKimura Hideaki (木村英明) and 9 other individual shareholders
Disclosing companyNITTOC CONSTRUCTION CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Ground surveys, ground reinforcement work, ground warranties and related services
Location Minami-ku, Sagamihara, Kanagawa PrefectureShare capital ¥10 millionDate of incorporation 20 May 1997
Net Sales¥3,519 million (fiscal year ended March 2026)
Operating profit¥333 million (fiscal year ended March 2026)
Net income for the current fiscal year¥203 million (fiscal year ended March 2026)
Net assets¥1,647 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot disclosed (in light of confidentiality obligations with the counterparty and other considerations)
Type of ConsiderationCash
Goodwill amountAmount: Not disclosed; amortization period: Not disclosed (the accounting treatment, including goodwill, is currently under review)
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is currently under review, including the timing of consolidation, acquisition-related expenses and the accounting treatment of goodwill and other items. If any revision to the earnings forecasts or other matters requiring disclosure arise, the company will promptly disclose them.
Procedures and assumptions
Valuation methodologyThe consideration was determined following discussions with the counterparty, taking comprehensive account of the target business's earnings power, financial condition, business risks and contractual terms, with reference to a share valuation conducted by an external expert.
Conditions Precedent to ExecutionCompletion of the organizational restructuring, including the absorption-type merger with 地研テクノホールディングス株式会社, under which 地研テクノ株式会社 will be the surviving company, and the carve-out of the investment real estate business, as well as satisfaction of the other conditions precedent set out in the share transfer agreement.
Management structure after acquisitionThe company will respect 地研テクノ株式会社's management team, human resources, corporate culture and relationships with existing customers, and will progressively advance collaboration with the group while maintaining and strengthening its existing business platform. It will work to strengthen its construction capabilities through recruitment and training, personnel exchanges and the sharing of construction management expertise; examine the potential use of regional locations and equipment; and strengthen safety and quality control, governance and management systems. Changes to the corporate name and representative: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | 地研テクノ株式会社 Share Acquisition (Making It a Wholly Owned Subsidiary) |
| Counterparty name | Kimura Hideaki (木村英明) and 9 other individual shareholders |
| Name of the Subject Company | 地研テクノ株式会社 |
| Business Description of the Subject Company | Ground surveys, ground reinforcement work, ground warranties and related services |
| Location of the Subject Company | Minami-ku, Sagamihara, Kanagawa Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 20 May 1997 |
| Net Sales of the Subject Company | ¥3,519 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥333 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥203 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥1,647 million (fiscal year ended March 2026) |
| Acquisition price | Not disclosed (in light of confidentiality obligations with the counterparty and other considerations) |
| Type of Consideration | Cash |
| Number of shares acquired | 200 common shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Goodwill amount | Amount: Not disclosed; amortization period: Not disclosed (the accounting treatment, including goodwill, is currently under review) |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is currently under review, including the timing of consolidation, acquisition-related expenses and the accounting treatment of goodwill and other items. If any revision to the earnings forecasts or other matters requiring disclosure arise, the company will promptly disclose them. |
| Date of board resolution | 25 September 2026 (approval to execute the SPA; the board resolution regarding the disclosure was passed on 7 October 2026) |
| Contract Date | 28 September 2026 |
| Execution Date / Effective Date | 30 November 2026 (scheduled) (share transfer execution date) |
| Valuation methodology | The consideration was determined following discussions with the counterparty, taking comprehensive account of the target business's earnings power, financial condition, business risks and contractual terms, with reference to a share valuation conducted by an external expert. |
| Conditions Precedent to Execution | Completion of the organizational restructuring, including the absorption-type merger with 地研テクノホールディングス株式会社, under which 地研テクノ株式会社 will be the surviving company, and the carve-out of the investment real estate business, as well as satisfaction of the other conditions precedent set out in the share transfer agreement. |
| Management structure after acquisition | The company will respect 地研テクノ株式会社's management team, human resources, corporate culture and relationships with existing customers, and will progressively advance collaboration with the group while maintaining and strengthening its existing business platform. It will work to strengthen its construction capabilities through recruitment and training, personnel exchanges and the sharing of construction management expertise; examine the potential use of regional locations and equipment; and strengthen safety and quality control, governance and management systems. Changes to the corporate name and representative: Not disclosed. |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Independent 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.As a growth investment under its medium-term management plan, 日特建設 will incorporate 地研テクノ株式会社's customer base, technology, human resources and construction capabilities, thereby expanding its market and customer base in the foundation and ground improvement fields and enhancing its medium- to long-term earnings power and corporate value.
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