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
100
%Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterparty4 individual shareholders (names undisclosed)
Disclosing companySanyo Trading Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Marine survey, inspection and construction services, and sales of equipment such as compressors
Location 3-1-1 Shirotsunomachi, Nishi-ku, Fukuoka, Fukuoka PrefectureShare capital ¥30 millionDate of incorporation 8 August 1984
Net Sales¥280 million (fiscal year ended July 2025)
Operating profit¥31 million (fiscal year ended July 2025)
Net income for the current fiscal year¥24 million (fiscal year ended July 2025)
Net assets¥489 million (fiscal year ended July 2025)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations between the parties
Impact on Business Performance
The impact of this share acquisition on consolidated results for the current fiscal year will be immaterial.
Procedures and assumptions
Valuation methodologyAppropriate due diligence and share valuation conducted by a third-party institution
Conditions Precedent to Execution北九潜水 must acquire, through a business transfer, the Kyushu Diving Center business operated by its founder as a sole proprietorship before the acquisition of shares in this transaction.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | 4 individual shareholders (names undisclosed) |
| Name of the Subject Company | 北九潜水株式会社 |
| Business Description of the Subject Company | Marine survey, inspection and construction services, and sales of equipment such as compressors |
| Location of the Subject Company | 3-1-1 Shirotsunomachi, Nishi-ku, Fukuoka, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 8 August 1984 |
| Net Sales of the Subject Company | ¥280 million (fiscal year ended July 2025) |
| Operating Profit of the Subject Company | ¥31 million (fiscal year ended July 2025) |
| Net Income of the Subject Company | ¥24 million (fiscal year ended July 2025) |
| Net Assets of the Subject Company | ¥489 million (fiscal year ended July 2025) |
| Acquisition price | Not disclosed due to confidentiality obligations between the parties |
| Number of shares acquired | 600 shares (number of voting rights not stated) |
| Voting rights ownership percentage | After 100.0% (before not disclosed) |
| Impact on Business Performance | The impact of this share acquisition on consolidated results for the current fiscal year will be immaterial. |
| Date of board resolution | 10 April 2026 |
| Contract Date | 10 April 2026 |
| Execution Date / Effective Date | 29 May 2026 (scheduled) |
| Valuation methodology | Appropriate due diligence and share valuation conducted by a third-party institution |
| Conditions Precedent to Execution | 北九潜水 must acquire, through a business transfer, the Kyushu Diving Center business operated by its founder as a sole proprietorship before the acquisition of shares in this transaction. |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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.The acquisition is intended to advance M&A in line with the growth strategy of the Company’s long-term management plan. The Company aims to expand its value chain by incorporating 北九潜水’s experience, track record and trusted customer relationships in the marine-related business and providing solutions that combine equipment with survey, inspection and construction services, as well as to develop a business related to offshore wind power generation.
How to read this page
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