Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
448000000
¥Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Share transfer in questionCounterpartyFukuda Takuya (福田卓也)
Disclosing companySHINTO Holdings,Inc.
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.
Target company
Scrap collection; collection, import and export of ferrous and non-ferrous metals; processing and sales; wholesale of metal scrap; and metal welding and processing
Location Uji, Kyoto PrefectureShare capital ¥70 millionDate of incorporation 9 April 2008
Net Sales¥27,416 million (fiscal year ended March 2026)
Operating profit¥54 million (fiscal year ended March 2026)
Net income for the current fiscal year¥68 million (fiscal year ended March 2026)
Net assets¥386 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥448,000,000 (transfer price)
Type of ConsiderationCash
Amount of extraordinary income (loss)A loss on the sale of shares in an affiliated company, classified as an extraordinary loss, is expected to be recorded in the third quarter of the fiscal year ending January 2027. The amount is currently under review.
Impact on Business Performance
The impact on the Company's consolidated and non-consolidated results for the fiscal year ending January 2027 is currently under review. If a revision to the earnings forecast becomes necessary, the Company will make a timely disclosure.
Procedures and assumptions
Valuation methodologyDetermined through discussions with the transferee, taking into comprehensive consideration the Company's and 栄新商事株式会社's financial condition, operating performance and other factors, based on the valuation results in a share valuation report prepared by an independent third-party valuation institution, using 30 June 2026 as the valuation date
Conditions Precedent to ExecutionObtaining approval for the share transfer from 栄新商事株式会社's shareholders meeting; completing the procedures necessary for the transfer of the shareholder register, among others; payment of the transfer price on the transfer date; confirmation by each party of the matters covered by its representations and warranties; and compliance with applicable laws and regulations relating to the share transfer in question
Management structure after acquisitionFukuda Takuya (福田卓也) is expected to become the 100.0% shareholder of 栄新商事 following the share transfer in question. 栄新商事 will continue its business under an independent management structure. The corporate name, representative and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | Share transfer in question |
| Counterparty name | Fukuda Takuya (福田卓也) |
| Name of the Subject Company | 栄新商事株式会社 |
| Business Description of the Subject Company | Scrap collection; collection, import and export of ferrous and non-ferrous metals; processing and sales; wholesale of metal scrap; and metal welding and processing |
| Location of the Subject Company | Uji, Kyoto Prefecture |
| Capital Stock of the Subject Company | ¥70 million |
| Date of Establishment of the Subject Company | 9 April 2008 |
| Net Sales of the Subject Company | ¥27,416 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥54 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥68 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥386 million (fiscal year ended March 2026) |
| Acquisition price | ¥448,000,000 (transfer price) |
| Type of Consideration | Cash |
| Number of shares acquired | 5,600 shares (number of voting rights: 5,600) |
| Voting rights ownership percentage | Before 50.9％ → after 0％ |
| Amount of extraordinary income (loss) | A loss on the sale of shares in an affiliated company, classified as an extraordinary loss, is expected to be recorded in the third quarter of the fiscal year ending January 2027. The amount is currently under review. |
| Impact on Business Performance | The impact on the Company's consolidated and non-consolidated results for the fiscal year ending January 2027 is currently under review. If a revision to the earnings forecast becomes necessary, the Company will make a timely disclosure. |
| Date of board resolution | 28 October 2026 |
| Contract Date | 28 October 2026 |
| Execution Date / Effective Date | 29 October 2026 (scheduled). This date may change depending on the satisfaction of conditions stipulated in the share transfer agreement and the completion of other necessary procedures. |
| Valuation methodology | Determined through discussions with the transferee, taking into comprehensive consideration the Company's and 栄新商事株式会社's financial condition, operating performance and other factors, based on the valuation results in a share valuation report prepared by an independent third-party valuation institution, using 30 June 2026 as the valuation date |
| Conditions Precedent to Execution | Obtaining approval for the share transfer from 栄新商事株式会社's shareholders meeting; completing the procedures necessary for the transfer of the shareholder register, among others; payment of the transfer price on the transfer date; confirmation by each party of the matters covered by its representations and warranties; and compliance with applicable laws and regulations relating to the share transfer in question |
| Management structure after acquisition | Fukuda Takuya (福田卓也) is expected to become the 100.0% shareholder of 栄新商事 following the share transfer in question. 栄新商事 will continue its business under an independent management structure. The corporate name, representative and treatment of employees are Not disclosed |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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.The Company determined that there are practical differences between 栄新商事's historically highly independent management practices and the information sharing, reporting and management controls required by the Company, making it somewhat difficult to establish and operate an appropriate management system for 栄新商事 as a consolidated subsidiary. In addition, 栄新商事 expressed its intention to continue operating under an independent management structure.
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