Worth reading
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Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)東洋精糖株式会社
Disclosing companyWELLNEO SUGAR Co.,Ltd.
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
Manufacture and sale of sugar, and manufacture and sale of functional materials
Location Chuo-ku, TokyoShare capital ¥2,904 millionDate of incorporation 29 November 1949
Net Sales¥13,957 million (fiscal year ended March 2026)
Operating profit¥1,625 million (fiscal year ended March 2026)
Net income for the current fiscal year¥968 million (fiscal year ended March 2026)
Net assets¥10,742 million (fiscal year ended March 2026)
Consideration and expenses
Amount of extraordinary income (loss)A loss on the cancellation of shares held in the merger is expected to arise, but the amount and timing of recognition are Not disclosed
Impact on Business Performance
The impact on our consolidated results will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionApproval by resolution at the company's shareholders meeting. As the merger of 東洋精糖株式会社 is a short-form merger under Article 784, paragraph 1 of the Companies Act, no shareholders meeting to approve the merger agreement will be held.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 東洋精糖株式会社 |
| Name of the Subject Company | 東洋精糖株式会社 |
| Business Description of the Subject Company | Manufacture and sale of sugar, and manufacture and sale of functional materials |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥2,904 million |
| Date of Establishment of the Subject Company | 29 November 1949 |
| Net Sales of the Subject Company | ¥13,957 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥1,625 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥968 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥10,742 million (fiscal year ended March 2026) |
| Voting rights ownership percentage | Before 100.0％ (after not disclosed) |
| Amount of extraordinary income (loss) | A loss on the cancellation of shares held in the merger is expected to arise, but the amount and timing of recognition are Not disclosed |
| Impact on Business Performance | The impact on our consolidated results will be immaterial |
| Date of board resolution | 22 May 2026 |
| Contract Date | 22 May 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Approval by resolution at the company's shareholders meeting. As the merger of 東洋精糖株式会社 is a short-form merger under Article 784, paragraph 1 of the Companies Act, no shareholders meeting to approve the merger agreement will be held. |
Items this document does not state (14)
Acquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
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 merger is with a wholly owned subsidiary, and the company explains that the impact on its consolidated results will be minor. The purpose of the merger is as described in the materials released on 17 June 2025.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.