Worth reading
65In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
23.2
Increase in voting rights ownership ratio (percentage points)Wording
Definitive
How definitive the wording is.This transaction
This absorption mergerCounterpartyNippon Dry-Chemical CO.,LTD., CJP V HC Holdings XI, L.P.
Disclosing companyALSOK 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.White points represent dates designated as scheduled dates in the document.
Target company
Disaster-prevention business, including the design, construction, maintenance and inspection of various disaster-prevention systems; the manufacture and sale of fire extinguishers, fire-extinguishing systems, fire engines and automatic fire alarm systems; and the purchase and sale of disaster-prevention equipment and supplies.
Location Kita Ward, TokyoShare capital ¥700 million (as of 31 March 2026)Date of incorporation 23 April 1955
Net Sales¥60,518 million (fiscal year ending March 2026)
Operating profit¥7,985 million (fiscal year ending March 2026)
Net income for the current fiscal year¥5,083 million (fiscal year ending March 2026)
Net assets¥36,356 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNo cash consideration (1 common share of NDC)
Type of ConsiderationShares (shares of TCG2511; this document describes the consideration as 1 common share of NDC)
Funding arrangementsEntered into a loan agreement for the funds required for the tender offer, capped at ¥49 billion
Impact on Business Performance
The impact of this transaction on consolidated results and financial position is currently under review.
Procedures and assumptions
Conditions Precedent to ExecutionIf various conditions are satisfied
Management structure after acquisitionTCG2511 plans to change its corporate name to Nippon Dry-Chemical CO.,LTD. simultaneously with the absorption-type merger taking effect. On the same date, a holding company is expected to be established through a sole-share transfer, through which ALSOK is expected to indirectly hold shares in the new NDC. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | Nippon Dry-Chemical CO.,LTD., CJP V HC Holdings XI, L.P. |
| Name of the Subject Company | Nippon Dry-Chemical CO.,LTD. |
| Business Description of the Subject Company | Disaster-prevention business, including the design, construction, maintenance and inspection of various disaster-prevention systems; the manufacture and sale of fire extinguishers, fire-extinguishing systems, fire engines and automatic fire alarm systems; and the purchase and sale of disaster-prevention equipment and supplies. |
| Location of the Subject Company | Kita Ward, Tokyo |
| Capital Stock of the Subject Company | ¥700 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 23 April 1955 |
| Net Sales of the Subject Company | ¥60,518 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥7,985 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥5,083 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥36,356 million (fiscal year ending March 2026) |
| Acquisition price | No cash consideration (1 common share of NDC) |
| Type of Consideration | Shares (shares of TCG2511; this document describes the consideration as 1 common share of NDC) |
| Number of shares acquired | 333,397 shares (number of voting rights: 333,397) |
| Voting rights ownership percentage | Before 28.0％ → after 51.2％ |
| Funding arrangements | Entered into a loan agreement for the funds required for the tender offer, capped at ¥49 billion |
| Impact on Business Performance | The impact of this transaction on consolidated results and financial position is currently under review. |
| Date of board resolution | 13 May 2026 (delegation of final decision-making) |
| Contract Date | 1 October 2026 (予定) |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | If various conditions are satisfied |
| Management structure after acquisition | TCG2511 plans to change its corporate name to Nippon Dry-Chemical CO.,LTD. simultaneously with the absorption-type merger taking effect. On the same date, a holding company is expected to be established through a sole-share transfer, through which ALSOK is expected to indirectly hold shares in the new NDC. Employee treatment: not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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.In light of changes in the business environment surrounding the disaster prevention industry, the company will strengthen its capital relationship with NDC in order to further strengthen cooperation with NDC and reliably capture growth opportunities.
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