Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
30400
¥ million (expected transfer price)Wording
Conditional
How definitive the wording is.This transaction
This share transferCounterpartyINFRONEER Holdings Inc.
Disclosing companyJGC HOLDINGS CORPORATION
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
Operation and maintenance of water and environmental plants, and the design and construction of such facilities; chemicals business; and oversight of operating subsidiaries
Location Minato-ku, TokyoShare capital ¥5,500 million (as of 31 December 2025)Date of incorporation 1 April 1977
Net Sales¥82,937 million (fiscal year ended March 2025)
Operating profit¥6,817 million (fiscal year ended March 2025)
Net income for the current fiscal year¥6,199 million (fiscal year ended March 2025; net income attributable to owners of the parent)
Net assets¥31,960 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceExpected share transfer price of ¥30,400 million. The actual transfer price will be finalized through the price adjustment stipulated in the share transfer agreement.
Type of ConsiderationCash (transfer price stated as ¥30,400 million)
Amount of extraordinary income (loss)Extraordinary gain of approximately ¥20 billion (fiscal year ending March 2027; unaudited estimate)
Impact on Business Performance
The Company expects to recognize an extraordinary gain of approximately ¥20 billion in its consolidated financial results for the fiscal year ending March 2027. The amount of the extraordinary gain is an unaudited estimate and may change.
Procedures and assumptions
Management structure after acquisition水 ing 株式会社, 水 ingＡＭ株式会社 and 水 ing エンジニアリング株式会社 will be excluded from the Company’s corporate group. Changes to their corporate names, representatives and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Counterparty name | INFRONEER Holdings Inc. |
| Name of the Subject Company | 水ing株式会社 |
| Business Description of the Subject Company | Operation and maintenance of water and environmental plants, and the design and construction of such facilities; chemicals business; and oversight of operating subsidiaries |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5,500 million (as of 31 December 2025) |
| Date of Establishment of the Subject Company | 1 April 1977 |
| Net Sales of the Subject Company | ¥82,937 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥6,817 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥6,199 million (fiscal year ended March 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥31,960 million (fiscal year ended March 2025) |
| Acquisition price | Expected share transfer price of ¥30,400 million. The actual transfer price will be finalized through the price adjustment stipulated in the share transfer agreement. |
| Type of Consideration | Cash (transfer price stated as ¥30,400 million) |
| Number of shares acquired | 1,000,000 shares (10,000 voting rights) to be transferred |
| Voting rights ownership percentage | Before 33.33％ → after 0.00％ |
| Amount of extraordinary income (loss) | Extraordinary gain of approximately ¥20 billion (fiscal year ending March 2027; unaudited estimate) |
| Impact on Business Performance | The Company expects to recognize an extraordinary gain of approximately ¥20 billion in its consolidated financial results for the fiscal year ending March 2027. The amount of the extraordinary gain is an unaudited estimate and may change. |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Management structure after acquisition | 水 ing 株式会社, 水 ingＡＭ株式会社 and 水 ing エンジニアリング株式会社 will be excluded from the Company’s corporate group. Changes to their corporate names, representatives and treatment of employees: not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.As the business environment changes, including the expanded adoption of Water PPP projects and growing demand for the renewal of existing facilities, the Company determined that it would be desirable to transfer the shares to the most suitable shareholder, one with a clear strategy and the execution capabilities to support Japan’s social infrastructure over the medium to long term and contribute to enhancing 水 ing 株式会社’s future corporate value.
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