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M&A and Subsidiary Changes3109SHIKIBO LTD.Materials and Chemicals

Notice Regarding an Absorption-Type Merger with a Wholly Owned Subsidiary (Simplified Absorption-Type Merger and Abridged Absorption-Type Merger)

シキボウ株式会社 will absorb its wholly owned subsidiary 株式会社シキボウ堺 in an absorption-type merger scheduled for 1 April 2027, and 株式会社シキボウ堺 will be dissolved. No merger consideration will be allocated, and the companies’ sales, development and manufacturing functions will be operated as an integrated organization.

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This transaction

This merger
Counterparty (target company)株式会社シキボウ堺
Disclosing companySHIKIBO LTD.
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

1. Manufacture, processing and sale of chemical products, including sizing agents, printing pastes and adhesives 2. Manufacture, processing and sale of food ingredients made from natural polysaccharides 3. Manufacture, processing and sale of food additives

Location Nishi-ku, Sakai, Osaka PrefectureShare capital ¥100 millionDate of incorporation 27 November 1967
Net Sales¥962 million (fiscal year ended March 2026, non-consolidated)
Operating profit-¥299 million (fiscal year ended March 2026, non-consolidated)
Net income for the current fiscal year-¥231 million (fiscal year ended March 2026, non-consolidated)
Net assets¥1,354 million (fiscal year ended March 2026, non-consolidated)
Consideration and expenses
Acquisition priceNot applicable (no shares or other assets will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other assets will be allocated in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no shares or other assets will be allocated in connection with this merger; シキボウ株式会社 will be the surviving company)
Impact on Business Performance

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

Procedures and assumptions
Management structure after acquisitionFollowing the merger, there will be no change to the company's name, location, representative's title or name, business activities, stated capital or fiscal year-end.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社シキボウ堺
Name of the Subject Company株式会社シキボウ堺
Business Description of the Subject Company1. Manufacture, processing and sale of chemical products, including sizing agents, printing pastes and adhesives 2. Manufacture, processing and sale of food ingredients made from natural polysaccharides 3. Manufacture, processing and sale of food additives
Location of the Subject CompanyNishi-ku, Sakai, Osaka Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company27 November 1967
Net Sales of the Subject Company¥962 million (fiscal year ended March 2026, non-consolidated)
Operating Profit of the Subject Company-¥299 million (fiscal year ended March 2026, non-consolidated)
Net Income of the Subject Company-¥231 million (fiscal year ended March 2026, non-consolidated)
Net Assets of the Subject Company¥1,354 million (fiscal year ended March 2026, non-consolidated)
Acquisition priceNot applicable (no shares or other assets will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other assets will be allocated in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no shares or other assets will be allocated in connection with this merger; シキボウ株式会社 will be the surviving company)
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
Contract Date31 August 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Management structure after acquisitionFollowing the merger, there will be no change to the company's name, location, representative's title or name, business activities, stated capital or fiscal year-end.
Items this document does not state (12)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 grow the food and chemical products businesses, the sales, development, manufacturing and quality assurance functions will be operated in an integrated manner, and management resources, including the new plant, will be utilized to the fullest extent. Through these measures, the company aims to accelerate decision-making, optimize the allocation of management resources, secure and develop human resources, strengthen its manufacturing and development structure, achieve sustainable growth in these businesses and enhance corporate value.

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Notice Regarding an Absorption-Type Merger with a Wholly Owned Subsidiary (Simplified Absorption-Type Merger and Abridged Absorption-Type Merger) | SHIKIBO LTD. (3109) timely disclosure | Komori