Decision and Details
The respective shareholders meetings of THE NIHON SEIMA CO.,LTD. and 日本製麻分割準備株式会社 (approval resolutions are scheduled to be sought on 25 June 2026)Absorption-type company split involving the rights and obligations relating to the food, industrial materials and mat businesses
Because the companies are a wholly owned parent and subsidiary, and the splitting company owns all of the issued shares of the successor company, there is no need to deliver consideration.
It is stated that, after the effective date, both the splitting company and the successor company are expected to have assets exceeding liabilities, and that no event currently foreseeable is expected to impede the performance of their obligations. The amount of the impact on earnings forecasts is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split involving the rights and obligations relating to the food, industrial materials and mat businesses |
| Decision-Making Body | The respective shareholders meetings of THE NIHON SEIMA CO.,LTD. and 日本製麻分割準備株式会社 (approval resolutions are scheduled to be sought on 25 June 2026) |
| Decision Date | 21 May 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 October 2026 (scheduled effective date; subject to change following consultation) |
| Period Covered | From 1 October 2026 onward |
| Amount | Consideration for the split: none; increase in the successor company's stated capital and capital reserves: none; splitting company's revenue for the fiscal year ended March 2026: ¥2,399.669 million, net income: ¥583.695 million; total assets and stated capital on the balance sheet upon establishment of the successor company: ¥1 million |
| Quantity / scale | All rights and obligations relating to the food, industrial materials and mat businesses, including cash and deposits, accounts receivable, inventories, fixed assets, liabilities, employment contracts, contractual positions, permits and licenses, and intellectual property rights |
| Impact on Business Performance | It is stated that, after the effective date, both the splitting company and the successor company are expected to have assets exceeding liabilities, and that no event currently foreseeable is expected to impede the performance of their obligations. The amount of the impact on earnings forecasts is not disclosed. |
| Reason | Because the companies are a wholly owned parent and subsidiary, and the splitting company owns all of the issued shares of the successor company, there is no need to deliver consideration. |
| Governing Rule | Article 782, paragraph 1; Article 794, paragraph 1; Article 758; and Article 760 of the Companies Act; and Article 183 and Article 192 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The respective shareholders meetings of the two companies are scheduled to be held on 25 June 2026 to seek approval of the absorption-type company split agreement and related matters. The effective date is scheduled for 1 October 2026. |
Items this document does not state (1)
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.As this is an absorption-type company split between a wholly owned parent and its subsidiary, and THE NIHON SEIMA CO.,LTD. owns all of the issued shares of the successor company, it explains that there is no need for the successor company to deliver consideration. No reason for transferring the businesses to the successor company is stated.