Worth reading
36Immaterial
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How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)味の素ファインテクノ株式会社
Disclosing companyAjinomoto Co.,Inc.
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 sale of functional chemicals and electronic materials
Location Kawasaki-ku, Kawasaki, Kanagawa PrefectureShare capital ¥315 millionDate of incorporation 14 September 1942
Net Sales¥98,383 million (fiscal year ended March 2026)
Operating profit¥53,012 million (fiscal year ended March 2026)
Net income for the current fiscal year¥37,553 million (fiscal year ended March 2026)
Net assets¥55,218 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo acquisition price (no shares, cash or other assets will be delivered)
Type of ConsiderationNone (no shares, cash or other assets will be delivered)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is currently under review. Any matters requiring disclosure will be announced promptly.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out as a simplified merger under the main clause of Article 796, Paragraph 2 of the Companies Act and a short-form merger under the main clause of Article 784, Paragraph 1, without obtaining shareholder approval of the merger agreement at a general meeting of shareholders.
Management structure after acquisitionThe business of 味の素ファインテクノ株式会社 will be transferred to Ajinomoto Co.,Inc. The surviving company's name, location, representative's title and name, capital and fiscal year-end will remain unchanged.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 味の素ファインテクノ株式会社 |
| Name of the Subject Company | 味の素ファインテクノ株式会社 |
| Business Description of the Subject Company | Manufacture and sale of functional chemicals and electronic materials |
| Location of the Subject Company | Kawasaki-ku, Kawasaki, Kanagawa Prefecture |
| Capital Stock of the Subject Company | ¥315 million |
| Date of Establishment of the Subject Company | 14 September 1942 |
| Net Sales of the Subject Company | ¥98,383 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥53,012 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥37,553 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥55,218 million (fiscal year ended March 2026) |
| Acquisition price | No acquisition price (no shares, cash or other assets will be delivered) |
| Type of Consideration | None (no shares, cash or other assets will be delivered) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is currently under review. Any matters requiring disclosure will be announced promptly. |
| Date of board resolution | 26 November 2026 (予定) |
| Contract Date | 26 November 2026 (予定) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | The merger will be carried out as a simplified merger under the main clause of Article 796, Paragraph 2 of the Companies Act and a short-form merger under the main clause of Article 784, Paragraph 1, without obtaining shareholder approval of the merger agreement at a general meeting of shareholders. |
| Management structure after acquisition | The business of 味の素ファインテクノ株式会社 will be transferred to Ajinomoto Co.,Inc. The surviving company's name, location, representative's title and name, capital and fiscal year-end will remain unchanged. |
Items this document does not state (12)
Expenses 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 strengthen the talent and organizational capabilities of the rapidly growing Functional Materials business, including electronic materials, and further accelerate business growth toward achieving the 2030 Roadmap ahead of schedule.
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