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Absorption mergerCounterparty (target company)クラレ西条株式会社
Disclosing companyKURARAY CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of chemicals and synthetic fibers
Location Saijo, Ehime PrefectureShare capital ¥10 millionDate of incorporation 1 October 2001
Net Sales¥10,115 million (fiscal year ended December 2025)
Operating profit¥50 million (fiscal year ended December 2025)
Net income for the current fiscal year¥29 million (fiscal year ended December 2025)
Net assets¥334 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNot applicable (no allocation in connection with the merger)
Type of ConsiderationNo consideration allocated (no allocation in connection with the merger)
Merger ratio/share exchange ratioNot applicable. The merger will be conducted as an absorption merger with KURARAY CO.,LTD. as the surviving company.
Goodwill amountnot_mentioned
Amount of extraordinary income (loss)not_mentioned
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified absorption merger and an abbreviated merger involving a wholly owned subsidiary, no shareholders' meeting will be held to approve the merger agreement.
Management structure after acquisitionThere will be no changes to the name, location, title or name of the representative, business activities, capital or fiscal year-end of KURARAY CO.,LTD. following the merger.
| Item | Details |
|---|---|
| Transaction name | Absorption merger |
| Counterparty name | クラレ西条株式会社 |
| Name of the Subject Company | クラレ西条株式会社 |
| Business Description of the Subject Company | Manufacture and sale of chemicals and synthetic fibers |
| Location of the Subject Company | Saijo, Ehime Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 October 2001 |
| Net Sales of the Subject Company | ¥10,115 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥50 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥29 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥334 million (fiscal year ended December 2025) |
| Acquisition price | Not applicable (no allocation in connection with the merger) |
| Type of Consideration | No consideration allocated (no allocation in connection with the merger) |
| Merger ratio/share exchange ratio | Not applicable. The merger will be conducted as an absorption merger with KURARAY CO.,LTD. as the surviving company. |
| Voting rights ownership percentage | Before 100% → after Not applicable (クラレ西条株式会社 will be dissolved as a result of the merger) |
| Goodwill amount | not_mentioned |
| Amount of extraordinary income (loss) | not_mentioned |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 11 November 2026 |
| Contract Date | 11 November 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | As this is a simplified absorption merger and an abbreviated merger involving a wholly owned subsidiary, no shareholders' meeting will be held to approve the merger agreement. |
| Management structure after acquisition | There will be no changes to the name, location, title or name of the representative, business activities, capital or fiscal year-end of KURARAY CO.,LTD. following the merger. |
Items this document does not state (9)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsValuation 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.Following a review of business operations after the polyester business is discontinued, the merger is intended to enable more efficient and agile operation of the Vectran and Genestar businesses, strengthen their competitiveness and improve management efficiency.
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