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M&A and Subsidiary Changes3204Toabo CorporationMaterials and Chemicals

Notice Regarding an Absorption-Type Merger Between Wholly Owned Subsidiaries

東亜紡織株式会社 will absorb 株式会社トーアアパレル and 株式会社有明ユニフォーム, both of which are wholly owned subsidiaries, with 東亜紡織株式会社 as the surviving company. The effective date is scheduled for 1 January 2027. No shares, cash or other consideration will be allocated.

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This transaction

This merger
Counterparty (target company)東亜紡織株式会社, 株式会社トーアアパレル, 株式会社有明ユニフォーム
Disclosing companyToabo Corporation
Subject of this transactionVoting rights ownership percentage Before Toabo Corporation holds 100% of 東亜紡織株式会社 and 100% of 株式会社トーアアパレル. 株式会社トーアアパレル holds 100% of 株式会社有明ユニフォーム. (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of yarn, woolen fabrics and other textile products, Manufacture of school uniforms and corporate uniforms, Manufacture of school uniforms and corporate uniforms

Location Chuo-ku, Osaka, Osaka Prefecture, Chuo-ku, Osaka, Osaka Prefecture, Shiroishi, Kishima District, Saga PrefectureShare capital ¥100 million, ¥90 million, ¥20 millionDate of incorporation 1 October 2003, 27 September 1994, 25 October 1994
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be allocated.
Type of ConsiderationNo shares, cash or other consideration will be allocated.
Merger ratio/share exchange ratioNot applicable (no shares, cash or other consideration will be allocated)
Impact on Business Performance

As this is a merger between wholly owned subsidiaries of the Company, the impact on consolidated results will be immaterial.

Procedures and assumptions
Management structure after acquisitionThere will be no changes to the surviving company's name, location, representative's position or name, business activities, capital or fiscal year-end as a result of this merger.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name東亜紡織株式会社, 株式会社トーアアパレル, 株式会社有明ユニフォーム
Name of the Subject Company東亜紡織株式会社, 株式会社トーアアパレル, 株式会社有明ユニフォーム
Business Description of the Subject CompanyManufacture and sale of yarn, woolen fabrics and other textile products, Manufacture of school uniforms and corporate uniforms, Manufacture of school uniforms and corporate uniforms
Location of the Subject CompanyChuo-ku, Osaka, Osaka Prefecture, Chuo-ku, Osaka, Osaka Prefecture, Shiroishi, Kishima District, Saga Prefecture
Capital Stock of the Subject Company¥100 million, ¥90 million, ¥20 million
Date of Establishment of the Subject Company1 October 2003, 27 September 1994, 25 October 1994
Acquisition priceNo shares, cash or other consideration will be allocated.
Type of ConsiderationNo shares, cash or other consideration will be allocated.
Merger ratio/share exchange ratioNot applicable (no shares, cash or other consideration will be allocated)
Voting rights ownership percentageBefore Toabo Corporation holds 100% of 東亜紡織株式会社 and 100% of 株式会社トーアアパレル. 株式会社トーアアパレル holds 100% of 株式会社有明ユニフォーム. (after not disclosed)
Impact on Business PerformanceAs this is a merger between wholly owned subsidiaries of the Company, the impact on consolidated results will be immaterial.
Date of board resolution22 July 2026
Contract Date23 July 2026
Execution Date / Effective Date1 January 2027 (scheduled)
Management structure after acquisitionThere will be no changes to the surviving company's name, location, representative's position or name, business activities, capital or fiscal year-end as a result of this merger.
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.

To strengthen the Group's management base by improving the efficiency of its management resources.

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Notice Regarding an Absorption-Type Merger Between Wholly Owned Subsidiaries | Toabo Corporation (3204) timely disclosure | Komori