Worth reading
35Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)Shinwa Auction Co., Ltd.
Disclosing companySHINWA WISE HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Planning and operation of auctions
Location 2-3-2 2F, Marunouchi, Chiyoda-ku, TokyoShare capital ¥50 millionDate of incorporation 1 August 2017
Net Sales¥860 million (fiscal year ending May 2026, standalone)
Net income for the current fiscal year¥10 million (fiscal year ending May 2026, standalone)
Net assets¥230 million (fiscal year ending May 2026, standalone)
Consideration and expenses
Acquisition priceNo consideration (no shares, cash or other consideration will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or cash will be allotted)
Impact on Business Performance
As this is a merger with a wholly owned subsidiary, the impact on our consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without approval by resolution of a shareholders' meeting (simplified and short-form merger).
Management structure after acquisitionThere will be no changes to our corporate name, location, representative, business activities, stated capital or fiscal year-end in connection with this merger. Shinwa Auction's auction business will continue to be conducted by us.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | Shinwa Auction Co., Ltd. |
| Name of the Subject Company | Shinwa Auction Co., Ltd. |
| Business Description of the Subject Company | Planning and operation of auctions |
| Location of the Subject Company | 2-3-2 2F, Marunouchi, Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 1 August 2017 |
| Net Sales of the Subject Company | ¥860 million (fiscal year ending May 2026, standalone) |
| Net Income of the Subject Company | ¥10 million (fiscal year ending May 2026, standalone) |
| Net Assets of the Subject Company | ¥230 million (fiscal year ending May 2026, standalone) |
| Acquisition price | No consideration (no shares, cash or other consideration will be allocated in connection with this merger) |
| Type of Consideration | No consideration (no shares or cash will be allotted) |
| Voting rights ownership percentage | Before 100.00% → after Not applicable (absorbed company) |
| Impact on Business Performance | As this is a merger with a wholly owned subsidiary, the impact on our consolidated results will be immaterial. |
| Date of board resolution | 15 October 2026 |
| Contract Date | 15 October 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | The merger will be carried out without approval by resolution of a shareholders' meeting (simplified and short-form merger). |
| Management structure after acquisition | There will be no changes to our corporate name, location, representative, business activities, stated capital or fiscal year-end in connection with this merger. Shinwa Auction's auction business will continue to be conducted by us. |
Items this document does not state (13)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill 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.To make maximum use of management resources, improve management efficiency and speed up decision-making. The auction business will continue to be conducted by the surviving company.
How to read this page
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