Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
99.89
% (revenue of the business being split / Company revenue)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)日本製麻分割準備株式会社
Disclosing companyTHE SEIMA HOLDINGS 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.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 8 May 2026
Net Sales— (fiscal year ended March 2026)
Operating profit— (fiscal year ended March 2026)
Net income for the current fiscal year— (fiscal year ended March 2026)
Net assets¥1 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares or other consideration will be allotted or delivered
Type of ConsiderationFree of charge (no shares or other consideration will be allotted or delivered)
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the relevant proposals at the Company's annual general meeting of shareholders scheduled for 25 June 2026, and, where necessary, the receipt of permits, licenses and other approvals from the relevant government authorities
Management structure after acquisitionThe split company will change its corporate name to 「ＳＥＩＭＡホールディングス株式会社」 and conduct management and other administrative functions for the Company's group. The successor company will change its corporate name to 「日本製麻株式会社」 and conduct the food business, industrial materials business and mat business. The representative directors of both companies will be Uesugi Yasuhisa (植杉泰久). Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 日本製麻分割準備株式会社 |
| Name of the Subject Company | 日本製麻分割準備株式会社 |
| Business Description of the Subject Company | Food business, industrial materials business and mat business |
| Location of the Subject Company | Tonami, Toyama Prefecture |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 8 May 2026 |
| Net Sales of the Subject Company | — (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | — (fiscal year ended March 2026) |
| Net Income of the Subject Company | — (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥1 million (fiscal year ended March 2026) |
| Acquisition price | No shares or other consideration will be allotted or delivered |
| Type of Consideration | Free of charge (no shares or other consideration will be allotted or delivered) |
| Voting rights ownership percentage | Before 100% → after 100% |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial |
| Date of board resolution | 21 May 2026 |
| Contract Date | 21 May 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Approval of the relevant proposals at the Company's annual general meeting of shareholders scheduled for 25 June 2026, and, where necessary, the receipt of permits, licenses and other approvals from the relevant government authorities |
| Management structure after acquisition | The split company will change its corporate name to 「ＳＥＩＭＡホールディングス株式会社」 and conduct management and other administrative functions for the Company's group. The successor company will change its corporate name to 「日本製麻株式会社」 and conduct the food business, industrial materials business and mat business. The representative directors of both companies will be Uesugi Yasuhisa (植杉泰久). Employee treatment: not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger 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 clarify the authority and responsibilities of each operating company, accelerate decision-making, strengthen governance by concentrating management functions at the holding company, and enhance corporate value.
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