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How definitive the wording is.This transaction
This merger (absorption-type merger)Counterpartyアカツキ商事株式会社, 佐藤産業株式会社
Disclosing companyTHE JAPAN WOOL TEXTILE 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
株式会社ナカヒロ Planning and sale of general textiles and secondary products, and sale of uniform-related accessories / アカツキ商事株式会社 Planning and sale of general textiles and secondary products, and sale of uniform-related accessories / 佐藤産業株式会社 Manufacture, wholesale and sale of uniforms for government offices and private-sector companies
Location 株式会社ナカヒロ Chuo-ku, Osaka, Osaka Prefecture / アカツキ商事株式会社 Sumida-ku, Tokyo / 佐藤産業株式会社 Chiyoda-ku, TokyoShare capital 株式会社ナカヒロ ¥100 million / アカツキ商事株式会社 ¥50 million / 佐藤産業株式会社 ¥95 millionDate of incorporation 株式会社ナカヒロ 16 May 1894 / アカツキ商事株式会社 27 November 1967 / 佐藤産業株式会社 1 April 1900
Consideration and expenses
Acquisition priceNot applicable (this is a merger between wholly owned subsidiaries of the Company, and no shares or other monetary consideration will be allocated in connection with the merger)
Type of ConsiderationNone (no shares or other monetary consideration will be allocated)
Merger ratio/share exchange ratioNot applicable (this is a merger between wholly owned subsidiaries of the Company, and no shares or other monetary consideration will be allocated)
Impact on Business Performance
The impact on the company’s consolidated results is immaterial
Procedures and assumptions
Management structure after acquisitionCorporate name: 株式会社ニッケメイト (予定); head office: 3-3-10 Kawaramachi, Chuo-ku, Osaka, Osaka Prefecture; representative: Representative Director Hosoda Naoki (細田直樹); business: planning and sale of general textiles and secondary products, sale of uniform-related accessories, and related businesses; capital: ¥100 million; fiscal year-end: 30 November; major shareholder: THE JAPAN WOOL TEXTILE CO.,LTD. (100%); employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger (absorption-type merger) |
| Counterparty name | アカツキ商事株式会社, 佐藤産業株式会社 |
| Name of the Subject Company | 株式会社ナカヒロ (surviving company), アカツキ商事株式会社 (absorbed company), 佐藤産業株式会社 (absorbed company) |
| Business Description of the Subject Company | 株式会社ナカヒロ Planning and sale of general textiles and secondary products, and sale of uniform-related accessories / アカツキ商事株式会社 Planning and sale of general textiles and secondary products, and sale of uniform-related accessories / 佐藤産業株式会社 Manufacture, wholesale and sale of uniforms for government offices and private-sector companies |
| Location of the Subject Company | 株式会社ナカヒロ Chuo-ku, Osaka, Osaka Prefecture / アカツキ商事株式会社 Sumida-ku, Tokyo / 佐藤産業株式会社 Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | 株式会社ナカヒロ ¥100 million / アカツキ商事株式会社 ¥50 million / 佐藤産業株式会社 ¥95 million |
| Date of Establishment of the Subject Company | 株式会社ナカヒロ 16 May 1894 / アカツキ商事株式会社 27 November 1967 / 佐藤産業株式会社 1 April 1900 |
| Acquisition price | Not applicable (this is a merger between wholly owned subsidiaries of the Company, and no shares or other monetary consideration will be allocated in connection with the merger) |
| Type of Consideration | None (no shares or other monetary consideration will be allocated) |
| Merger ratio/share exchange ratio | Not applicable (this is a merger between wholly owned subsidiaries of the Company, and no shares or other monetary consideration will be allocated) |
| Voting rights ownership percentage | Before 100% → after 100% |
| Impact on Business Performance | The impact on the company’s consolidated results is immaterial |
| Date of board resolution | 25 September 2026 |
| Contract Date | 25 September 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Management structure after acquisition | Corporate name: 株式会社ニッケメイト (予定); head office: 3-3-10 Kawaramachi, Chuo-ku, Osaka, Osaka Prefecture; representative: Representative Director Hosoda Naoki (細田直樹); business: planning and sale of general textiles and secondary products, sale of uniform-related accessories, and related businesses; capital: ¥100 million; fiscal year-end: 30 November; major shareholder: THE JAPAN WOOL TEXTILE CO.,LTD. (100%); employee treatment: not disclosed |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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.The purpose is to respond to the declining birth rate and changes in the demand structure, accelerate decision-making in the Group's uniform business, and establish a highly efficient management structure by centralizing operations. The transaction also aims to enhance competitiveness and the profitability of the Group as a whole by transitioning to an integrated business structure providing services from planning and production through logistics and after-sales service.
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