Worth reading
72In focus
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
58177
Shares (ordinary shares of テンポスホールディングス scheduled to be issued)Wording
Conditional
How definitive the wording is.Decision and Details
テンポスホールディングス: written resolution in lieu of a board resolution pursuant to Article 370 of the Companies Act; 明和製作所: approval by its Representative Director (subject to approval at a general meeting of shareholders of 明和製作所 or equivalent approval)A share exchange under which テンポスホールディングス will be the wholly owning parent company and 明和製作所 will be the wholly owned subsidiary
Decision27 April 2026 (date of execution of the share exchange agreement)
Period CoveredFrom the effective date onward (end of period: Not disclosed)
Implementation20 May 2026 (scheduled effective date)
Going forward明和製作所 plans to obtain approval of the agreement at its extraordinary general meeting of shareholders scheduled for 13 May 2026, or by written resolution pursuant to Article 319, Paragraph 1 of the Companies Act. The share exchange is scheduled to take effect on 20 May 2026.
AmountEquity value per share of the Company: ¥3,754; value per share of 明和製作所 (opinion value provided by とも): ¥34,303; agreed final value per share of 明和製作所: ¥36,400; consideration for acquisition: ¥1,275 million; acquisition price: ¥360 million
Quantity / scaleShare exchange ratio: 9.6963 ordinary shares of テンポスHD for each ordinary share of 明和製作所; scheduled number of shares to be issued: 58,177; number of 明和製作所 shares subject to the exchange: 6,000; treasury shares held by テンポスHD: 2,253,194 as of the end of January 2026; total shares issued: 14,314,800 (shares to be issued represent 0.406%); voting rights ratio acquired in サンライズサービス: 100%; number of マルシェ shares acquired: 2,000,000; ownership ratio after acquisition: 21.0%
Reason
The companies determined that 明和製作所's underlying asset value should be appropriately reflected, and therefore placed emphasis on the net asset valuation method while also comprehensively considering its outlook for future business activities and other factors.
Impact on Business Performance
It has been determined that テンポスHD is expected to be able to perform its obligations following the effective date of the share exchange. Impact on earnings forecasts: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which テンポスホールディングス will be the wholly owning parent company and 明和製作所 will be the wholly owned subsidiary |
| Decision-Making Body | テンポスホールディングス: written resolution in lieu of a board resolution pursuant to Article 370 of the Companies Act; 明和製作所: approval by its Representative Director (subject to approval at a general meeting of shareholders of 明和製作所 or equivalent approval) |
| Decision Date | 27 April 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 20 May 2026 (scheduled effective date) |
| Period Covered | From the effective date onward (end of period: Not disclosed) |
| Amount | Equity value per share of the Company: ¥3,754; value per share of 明和製作所 (opinion value provided by とも): ¥34,303; agreed final value per share of 明和製作所: ¥36,400; consideration for acquisition: ¥1,275 million; acquisition price: ¥360 million |
| Quantity / scale | Share exchange ratio: 9.6963 ordinary shares of テンポスHD for each ordinary share of 明和製作所; scheduled number of shares to be issued: 58,177; number of 明和製作所 shares subject to the exchange: 6,000; treasury shares held by テンポスHD: 2,253,194 as of the end of January 2026; total shares issued: 14,314,800 (shares to be issued represent 0.406%); voting rights ratio acquired in サンライズサービス: 100%; number of マルシェ shares acquired: 2,000,000; ownership ratio after acquisition: 21.0% |
| Impact on Business Performance | It has been determined that テンポスHD is expected to be able to perform its obligations following the effective date of the share exchange. Impact on earnings forecasts: Not disclosed |
| Reason | The companies determined that 明和製作所's underlying asset value should be appropriately reflected, and therefore placed emphasis on the net asset valuation method while also comprehensively considering its outlook for future business activities and other factors. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, Paragraph 1 of the Companies Act; Article 796, Paragraph 2 of the Companies Act; Article 370 of the Companies Act; Article 234 of the Companies Act; Article 192, Paragraph 1 of the Companies Act; Article 319, Paragraph 1 of the Companies Act |
| Future plans | 明和製作所 plans to obtain approval of the agreement at its extraordinary general meeting of shareholders scheduled for 13 May 2026, or by written resolution pursuant to Article 319, Paragraph 1 of the Companies Act. The share exchange is scheduled to take effect on 20 May 2026. |
Items this document does not state (1)
Related previous disclosures
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 two companies discussed and agreed on the terms after referring to a share valuation conducted by an independent third party to ensure the fairness and appropriateness of the share exchange ratio, and after comprehensively considering 明和製作所's financial and asset position, its future business outlook and other factors.
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