Worth reading
40Recurring
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
7418
¥ millionWording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)東洋紡せんい株式会社
Disclosing companyTOYOBO CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Textiles Business
Location Kita Ward, Osaka CityShare capital ¥300 millionDate of incorporation 1 April 2022
Net Sales¥42,216 million (fiscal year ended March 2026)
Operating profit¥1,579 million (fiscal year ended March 2026)
Net income for the current fiscal year¥1,198 million (fiscal year ended March 2026)
Net assets¥10,732 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares or other monetary consideration will be allocated in connection with this absorption-type company split)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated in connection with this absorption-type company split)
Impact on Business Performance
As this absorption-type company split will be conducted between the Company and its wholly owned subsidiary, the impact on the Company's consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionThe transaction will be conducted without obtaining approval of the absorption-type company split agreement at a shareholders' meeting, pursuant to Article 796, Paragraph 2 of the Companies Act for the Company and Article 784, Paragraph 1 of the Companies Act for 東洋紡せんい.
Management structure after acquisitionFollowing this absorption-type company split, there will be no change to the names, locations, titles and names of representatives, business descriptions, stated capital or fiscal year-end of the Company or 東洋紡せんい.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 東洋紡せんい株式会社 |
| Name of the Subject Company | 東洋紡せんい株式会社 |
| Business Description of the Subject Company | Textiles Business |
| Location of the Subject Company | Kita Ward, Osaka City |
| Capital Stock of the Subject Company | ¥300 million |
| Date of Establishment of the Subject Company | 1 April 2022 |
| Net Sales of the Subject Company | ¥42,216 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥1,579 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥1,198 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥10,732 million (fiscal year ended March 2026) |
| Acquisition price | Not applicable (no shares or other monetary consideration will be allocated in connection with this absorption-type company split) |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allocated in connection with this absorption-type company split) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | As this absorption-type company split will be conducted between the Company and its wholly owned subsidiary, the impact on the Company's consolidated results will be minor. |
| Date of board resolution | 25 September 2026 |
| Contract Date | 28 September 2026 (scheduled) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | The transaction will be conducted without obtaining approval of the absorption-type company split agreement at a shareholders' meeting, pursuant to Article 796, Paragraph 2 of the Companies Act for the Company and Article 784, Paragraph 1 of the Companies Act for 東洋紡せんい. |
| Management structure after acquisition | Following this absorption-type company split, there will be no change to the names, locations, titles and names of representatives, business descriptions, stated capital or fiscal year-end of the Company or 東洋紡せんい. |
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 integrate the sales function for the products concerned in connection with the restructuring of the Shogawa Plant, consolidate management resources at TOYOBO CO.,LTD., and improve the efficiency of business operations across the Group.
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