Komori
M&A and Subsidiary Changes3205DAIDOH LIMITEDMaterials and Chemicals

Notice Regarding Change in Consolidated Subsidiary (Sub-subsidiary) Ownership Through Transfer of Equity Interest

PONTETORTO S.p.A., a consolidated subsidiary of our group, has decided to transfer its 100% equity interest in second-tier subsidiary Rifinizione Delfino S.r.l. to Rifinizione B.P. s.r.l. Following the transfer, the ownership interest in Delfino will change from 100% to 0%.

Worth reading
65In focus
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
1320000
EUR
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This transfer of equity interests
CounterpartyRifinizione B.P. s.r.l.
Disclosing companyDAIDOH LIMITED
Rifinizione Delfino S.r.l.Voting rights ownership percentage

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.White points represent dates designated as scheduled dates in the document.
Target company

Textile finishing and processing

Location Italy(Montemurlo – PRATO)Share capital EUR10,330Date of incorporation April 1980
Net SalesFiscal year ended December 2025: EUR 2,568,114 (¥434.011 million)
Operating profitFiscal year ended December 2025: EUR 62,701 (¥10.596 million)
Net income for the current fiscal yearFiscal year ended December 2025: EUR 31,298 (¥5.289 million)
Net assetsFiscal year ended December 2025: EUR 78,199 (¥14.414 million)
Consideration and expenses
Acquisition priceEUR 1,320,000 (approximately ¥244 million)
Expenses other than the acquisition priceAdvisory fees (estimate): EUR 62,280 (approximately ¥11 million)
Type of ConsiderationCash
Impact on Business Performance

The impact of this equity interest transfer on our consolidated results is currently under review.

This transaction
ItemDetails
Transaction nameThis transfer of equity interests
Counterparty nameRifinizione B.P. s.r.l.
Name of the Subject CompanyRifinizione Delfino S.r.l.
Business Description of the Subject CompanyTextile finishing and processing
Location of the Subject CompanyItaly(Montemurlo – PRATO)
Capital Stock of the Subject CompanyEUR10,330
Date of Establishment of the Subject CompanyApril 1980
Net Sales of the Subject CompanyFiscal year ended December 2025: EUR 2,568,114 (¥434.011 million)
Operating Profit of the Subject CompanyFiscal year ended December 2025: EUR 62,701 (¥10.596 million)
Net Income of the Subject CompanyFiscal year ended December 2025: EUR 31,298 (¥5.289 million)
Net Assets of the Subject CompanyFiscal year ended December 2025: EUR 78,199 (¥14.414 million)
Acquisition priceEUR 1,320,000 (approximately ¥244 million)
Expenses other than the acquisition priceAdvisory fees (estimate): EUR 62,280 (approximately ¥11 million)
Type of ConsiderationCash
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact of this equity interest transfer on our consolidated results is currently under review.
Date of board resolution8 July 2026
Contract Date14 July 2026 (予定)
Execution Date / Effective Date14 July 2026 (予定)
Items this document does not state (13)
Merger ratio/share exchange ratioTender 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 ExecutionManagement 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.

In addition to a decline in made-to-order production volumes due to changes in market conditions and customer demand, the company has continued to report operating losses, while manufacturing costs have risen as a result of higher energy prices and labor costs, making it difficult to foresee an improvement in profitability. From the perspectives of restructuring our business portfolio, optimally allocating management resources, and enhancing the corporate value of our group, we have determined that the transfer of the equity interest is the most reasonable course of action.

How to read this page

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Notice Regarding Change in Consolidated Subsidiary (Sub-subsidiary) Ownership Through Transfer of Equity Interest | DAIDOH LIMITED (3205) timely disclosure | Komori