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M&A and Subsidiary Changes3433TOCALO Co.,Ltd.Construction and Materials

Notice Concerning a Capital Increase in a Subsidiary and a Change in a Specified Subsidiary

The Company has resolved to make a capital contribution to its wholly owned subsidiary, TOCALO USA, Inc. (TCA), and TCA plans to make a capital contribution of US$5 million to its U.S. subsidiary, TCA-AZ. Following the capital increase, TCA-AZ's capital will increase from US$1 million to US$6 million and, once the procedures are completed, TCA-AZ will qualify as a specified subsidiary.

Worth reading
41Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
5
US$ million
Wording
Conditional
How definitive the wording is.

This transaction

Capital increase in a subsidiary
CounterpartyTOCALO USA, Inc.
Disclosing companyTOCALO Co.,Ltd.
TOCALO USA-Arizona LLCVoting 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

Surface modification processing of semiconductor manufacturing equipment components and other products

Location Chandler, Maricopa County, Arizona, United StatesShare capital Before the capital increase: US$1 million; after the capital increase: US$6 millionDate of incorporation September 2025
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the fiscal year ending March 2027 will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionResolution by TCA to make a capital contribution to TCA-AZ (scheduled for 25 June 2026) and completion of the related capital increase procedures
Management structure after acquisitionAn executive officer of the Company is expected to concurrently serve as an officer of the subsidiary, and employees of the Company are expected to be seconded to it. The Company also plans to enter into a technology transfer agreement.
This transaction
ItemDetails
Transaction nameCapital increase in a subsidiary
Counterparty nameTOCALO USA, Inc.
Name of the Subject CompanyTOCALO USA-Arizona LLC
Business Description of the Subject CompanySurface modification processing of semiconductor manufacturing equipment components and other products
Location of the Subject CompanyChandler, Maricopa County, Arizona, United States
Capital Stock of the Subject CompanyBefore the capital increase: US$1 million; after the capital increase: US$6 million
Date of Establishment of the Subject CompanySeptember 2025
Voting rights ownership percentageBefore 100% → after 100%
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the fiscal year ending March 2027 will be minor.
Date of board resolution19 June 2026
Execution Date / Effective Date25 June 2026 (予定)
Conditions Precedent to ExecutionResolution by TCA to make a capital contribution to TCA-AZ (scheduled for 25 June 2026) and completion of the related capital increase procedures
Management structure after acquisitionAn executive officer of the Company is expected to concurrently serve as an officer of the subsidiary, and employees of the Company are expected to be seconded to it. The Company also plans to enter into a technology transfer agreement.
Items this document does not state (19)
Net 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)Contract DateValuation 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 establish a service structure for major customers in the United States and make capital investments and other preparations for the launch of TCA-AZ's business.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning a Capital Increase in a Subsidiary and a Change in a Specified Subsidiary | TOCALO Co.,Ltd. (3433) timely disclosure | Komori