Worth reading
74In 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
0.406
Percentage of total shares issued (%)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社明和製作所
Disclosing companyTENPOS HOLDINGS 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 processing sales of kitchen equipment Manufacture and processing sales of metal products
Location Konohana-ku, Osaka CityShare capital ¥10 millionDate of incorporation 22 March 1962
Net Sales¥483 million (fiscal year ended June 2025)
Operating profitOperating loss of ¥20 million (fiscal year ended June 2025)
Net income for the current fiscal yearNet income of ¥10 million (fiscal year ended June 2025)
Net assetsNet assets of ¥162 million (fiscal year ended June 2025)
Consideration and expenses
Type of ConsiderationShares (58,177 common shares of TENPOS HOLDINGS Co.,Ltd. expected to be delivered)
Merger ratio/share exchange ratio1 common share of 株式会社明和製作所 : 9.6963 common shares of TENPOS HOLDINGS Co.,Ltd. TENPOS HOLDINGS Co.,Ltd. will become the wholly owning parent company and 株式会社明和製作所 will become a wholly owned subsidiary.
Funding arrangementsTreasury shares held by TENPOS HOLDINGS Co.,Ltd., rather than cash, are expected to be used. The number of shares to be delivered is 58,177, representing a portion of the 2,253,194 treasury shares held.
Impact on Business Performance
The transaction will have no impact on results for the fiscal year ending April 2026. The earnings outlook for the fiscal year ending April 2027 is expected to be announced based on the terms of this share exchange.
Procedures and assumptions
Valuation methodologyThe market price method, the value stipulated in the Corporation Tax Act, and the net asset value method. For 株式会社明和製作所, the value was calculated by averaging the comparable-industry value for the metal products manufacturing industry and other relevant industries with the net asset value per share.
Independent valuation institution税理士法人ともに
Conditions Precedent to ExecutionApproval of the share exchange agreement by 株式会社明和製作所. As this is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act, TENPOS HOLDINGS Co.,Ltd. is not expected to require shareholder approval.
Management structure after acquisitionThe name, location, representative, business activities, capital and fiscal year-end of TENPOS HOLDINGS Co.,Ltd. will not change. The trade name, representative and treatment of employees of 株式会社明和製作所: not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社明和製作所 |
| Name of the Subject Company | 株式会社明和製作所 |
| Business Description of the Subject Company | Manufacture and processing sales of kitchen equipment Manufacture and processing sales of metal products |
| Location of the Subject Company | Konohana-ku, Osaka City |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 22 March 1962 |
| Net Sales of the Subject Company | ¥483 million (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥20 million (fiscal year ended June 2025) |
| Net Income of the Subject Company | Net income of ¥10 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | Net assets of ¥162 million (fiscal year ended June 2025) |
| Type of Consideration | Shares (58,177 common shares of TENPOS HOLDINGS Co.,Ltd. expected to be delivered) |
| Merger ratio/share exchange ratio | 1 common share of 株式会社明和製作所 : 9.6963 common shares of TENPOS HOLDINGS Co.,Ltd. TENPOS HOLDINGS Co.,Ltd. will become the wholly owning parent company and 株式会社明和製作所 will become a wholly owned subsidiary. |
| Funding arrangements | Treasury shares held by TENPOS HOLDINGS Co.,Ltd., rather than cash, are expected to be used. The number of shares to be delivered is 58,177, representing a portion of the 2,253,194 treasury shares held. |
| Impact on Business Performance | The transaction will have no impact on results for the fiscal year ending April 2026. The earnings outlook for the fiscal year ending April 2027 is expected to be announced based on the terms of this share exchange. |
| Date of board resolution | 15 April 2026 |
| Contract Date | 27 April 2026 (予定) |
| Execution Date / Effective Date | 20 May 2026 (予定) |
| Valuation methodology | The market price method, the value stipulated in the Corporation Tax Act, and the net asset value method. For 株式会社明和製作所, the value was calculated by averaging the comparable-industry value for the metal products manufacturing industry and other relevant industries with the net asset value per share. |
| Independent valuation institution | 税理士法人ともに |
| Conditions Precedent to Execution | Approval of the share exchange agreement by 株式会社明和製作所. As this is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act, TENPOS HOLDINGS Co.,Ltd. is not expected to require shareholder approval. |
| Management structure after acquisition | The name, location, representative, business activities, capital and fiscal year-end of TENPOS HOLDINGS Co.,Ltd. will not change. The trade name, representative and treatment of employees of 株式会社明和製作所: not disclosed. |
Items this document does not state (10)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Special 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 integrate the manufacture and sale of kitchen equipment by combining 株式会社明和製作所's manufacturing technology with the TENPOS Group's sales network. The company aims to enhance corporate value by reducing intermediate costs through vertical supply-chain integration, accelerating product development, entering new markets, and cross-selling products such as noodle-making machines.
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