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M&A and Subsidiary Changes3306THE SEIMA HOLDINGS CO.,LTD.Trading & Wholesale

Notice Regarding the Establishment of a Preparatory Company for the Company Split in Connection with the Transition to a Holding Company Structure

The Company has decided to establish a wholly owned preparation company to succeed to the businesses operated by the Company, in order to transition to a holding company structure. An absorption-type company split is scheduled to be carried out on 1 October 2026.

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This transaction

Name of transaction
Disclosing companyTHE SEIMA HOLDINGS CO.,LTD.
日本製麻分割準備株式会社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.The percentage before the change is not stated in this document.

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

Food business, industrial materials business and mat business

Location Tonami, Toyama PrefectureShare capital ¥1 millionDate of incorporation 1 May 2026 (予定)
Impact on Business Performance

Immaterial

Procedures and assumptions
Conditions Precedent to ExecutionApproval of the relevant proposal at the Company's annual general meeting of shareholders scheduled for late June 2026
Management structure after acquisitionTHE NIHON SEIMA CO.,LTD. will become the holding company, and the preparation company is scheduled to succeed to the food business, industrial materials business, and mat business. Representative Director Uesugi Yasuhisa (植杉 泰久) is scheduled to concurrently serve in both positions. Treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameName of transaction
Name of the Subject Company日本製麻分割準備株式会社
Business Description of the Subject CompanyFood business, industrial materials business and mat business
Location of the Subject CompanyTonami, Toyama Prefecture
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject Company1 May 2026 (予定)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceImmaterial
Date of board resolution15 April 2026
Contract Date14 May 2026 (scheduled)
Execution Date / Effective Date1 October 2026 (予定)
Conditions Precedent to ExecutionApproval of the relevant proposal at the Company's annual general meeting of shareholders scheduled for late June 2026
Management structure after acquisitionTHE NIHON SEIMA CO.,LTD. will become the holding company, and the preparation company is scheduled to succeed to the food business, industrial materials business, and mat business. Representative Director Uesugi Yasuhisa (植杉 泰久) is scheduled to concurrently serve in both positions. Treatment of employees: not disclosed
Items this document does not state (19)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger 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 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 facilitate the procedures for transitioning to a holding company structure, and to achieve sustainable growth and enhance corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Establishment of a Preparatory Company for the Company Split in Connection with the Transition to a Holding Company Structure | THE SEIMA HOLDINGS CO.,LTD. (3306) timely disclosure | Komori