Komori
M&A and Subsidiary Changes3109SHIKIBO LTD.Materials and Chemicals

Notice Concerning the Dissolution of a Consolidated Subsidiary

SHIKIBO resolved to dissolve its wholly owned consolidated subsidiary, 株式会社大和機械製作所. This decision was made because the contraction of the stone materials market and the aging of its employees have made it difficult to maintain its repair and support structure. Completion of the liquidation is scheduled for 30 April 2027.

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This transaction

Dissolution of consolidated subsidiary
Disclosing companySHIKIBO LTD.
株式会社大和機械製作所Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of processing machinery

Location Onomichi, Hiroshima PrefectureShare capital ¥100 millionDate of incorporation 20 August 1991
Net Sales¥65 million (fiscal year ended March 2026)
Operating profit(¥18 million) (fiscal year ended March 2026)
Net income for the current fiscal year(¥12 million) (fiscal year ended March 2026)
Net assets¥310 million (fiscal year ended March 2026)
Impact on Business Performance

The impact of this matter on the Company's consolidated results is expected to be minor.

Procedures and assumptions
Conditions Precedent to ExecutionResolution at the company's extraordinary general meeting of shareholders (scheduled for 30 September 2026)
This transaction
ItemDetails
Transaction nameDissolution of consolidated subsidiary
Name of the Subject Company株式会社大和機械製作所
Business Description of the Subject CompanyManufacture and sale of processing machinery
Location of the Subject CompanyOnomichi, Hiroshima Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company20 August 1991
Net Sales of the Subject Company¥65 million (fiscal year ended March 2026)
Operating Profit of the Subject Company(¥18 million) (fiscal year ended March 2026)
Net Income of the Subject Company(¥12 million) (fiscal year ended March 2026)
Net Assets of the Subject Company¥310 million (fiscal year ended March 2026)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results is expected to be minor.
Date of board resolution31 August 2026
Execution Date / Effective Date30 September 2026 (scheduled) (resolution at the company's extraordinary general meeting of shareholders); 30 April 2027 (scheduled) (completion of liquidation)
Conditions Precedent to ExecutionResolution at the company's extraordinary general meeting of shareholders (scheduled for 30 September 2026)
Items this document does not state (17)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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.

Because it was determined that, in addition to the contraction of the stone materials market, the aging of employees would make it difficult to continue maintaining the repair and support structure.

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Notice Concerning the Dissolution of a Consolidated Subsidiary | SHIKIBO LTD. (3109) timely disclosure | Komori