Worth reading
50Recurring
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
1024
¥ million (approximate total amount)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares (making the company a subsidiary)Counterparty株式会社Ｋ・wood ＧＡホールディングス
Disclosing companyOCHI HOLDINGS CO.,LTD.
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
Lumber market sales, and the sale of building materials, housing equipment and other products
Location Toyooka, Hyogo PrefectureShare capital ¥90 millionDate of incorporation 22 December 1945
Net Sales¥3,071 million (fiscal year ended February 2026)
Operating profit¥87 million (fiscal year ended February 2026)
Net income for the current fiscal year¥61 million (fiscal year ended February 2026)
Net assets¥988 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition price¥954 million for 株式会社キョウワ's common shares
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥70 million
Impact on Business Performance
The impact of this share acquisition on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe counterparty to the share acquisition has initiated procedures for a demand for the sale of shares and other interests held by the shareholder designated as “Other 1,” and the counterparty holds 100% of the shares in the target company as of the scheduled share transfer closing date.
Management structure after acquisitionThe company will be made a consolidated subsidiary. No information is provided regarding a change in the trade name, representative or treatment of employees.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company a subsidiary) |
| Counterparty name | 株式会社Ｋ・wood ＧＡホールディングス |
| Name of the Subject Company | 株式会社キョウワ |
| Business Description of the Subject Company | Lumber market sales, and the sale of building materials, housing equipment and other products |
| Location of the Subject Company | Toyooka, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥90 million |
| Date of Establishment of the Subject Company | 22 December 1945 |
| Net Sales of the Subject Company | ¥3,071 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | ¥87 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | ¥61 million (fiscal year ended February 2026) |
| Net Assets of the Subject Company | ¥988 million (fiscal year ended February 2026) |
| Acquisition price | ¥954 million for 株式会社キョウワ's common shares |
| Expenses other than the acquisition price | Advisory fees and other costs (approximate amount): ¥70 million |
| Number of shares acquired | 1,800,000 shares (number of voting rights: 1,800,000) |
| Voting rights ownership percentage | Before 0％ → after 100.00％ |
| Impact on Business Performance | The impact of this share acquisition on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. |
| Date of board resolution | 24 June 2026 |
| Contract Date | 24 June 2026 |
| Execution Date / Effective Date | 24 July 2026 (scheduled) |
| Conditions Precedent to Execution | The counterparty to the share acquisition has initiated procedures for a demand for the sale of shares and other interests held by the shareholder designated as “Other 1,” and the counterparty holds 100% of the shares in the target company as of the scheduled share transfer closing date. |
| Management structure after acquisition | The company will be made a consolidated subsidiary. No information is provided regarding a change in the trade name, representative or treatment of employees. |
Items this document does not state (11)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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 achieve business expansion and sustainable growth in the Kansai region by bringing 株式会社キョウワ and its subsidiaries into the Group.
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