Komori
M&A and Subsidiary Changes3440NISSO GROUP Co.,Ltd.Construction and Materials

Notice Concerning a Company Split (Absorption-Type Company Split) Between the Company's Consolidated Subsidiaries

The metal-processing manufacturing and fabrication business operated by consolidated subsidiary 株式会社ワタナベテクノス will be transferred to fellow consolidated subsidiary 日創プロニティ株式会社 through an absorption-type company split. This is an internal reorganization between wholly owned subsidiaries, and no shares or other consideration will be delivered.

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This transaction

Transaction name
CounterpartyName of counterparty
Disclosing companyNISSO GROUP Co.,Ltd.
Name of target companySubject of this transactionVoting rights ownership percentage Before Voting rights ownership ratio (after not disclosed)
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

Metal Processing Business

Location Location of target companyShare capital ¥5 millionDate of incorporation Date of establishment of target company
Net SalesNet sales of target company
Net assetsNet assets of target company
Consideration and expenses
Acquisition priceAcquisition price
Type of ConsiderationType of consideration
Impact on Business Performance

Impact on financial results

Procedures and assumptions
Management structure after acquisitionPost-transaction management structure
This transaction
ItemDetails
Transaction nameTransaction name
Counterparty nameName of counterparty
Name of the Subject CompanyName of target company
Business Description of the Subject CompanyMetal Processing Business
Location of the Subject CompanyLocation of target company
Capital Stock of the Subject Company¥5 million
Date of Establishment of the Subject CompanyDate of establishment of target company
Net Sales of the Subject CompanyNet sales of target company
Net Assets of the Subject CompanyNet assets of target company
Acquisition priceAcquisition price
Type of ConsiderationType of consideration
Voting rights ownership percentageBefore Voting rights ownership ratio (after not disclosed)
Impact on Business PerformanceImpact on financial results
Date of board resolution15 September 2026
Contract Date15 September 2026
Execution Date / Effective Date1 December 2026 (予定)
Management structure after acquisitionPost-transaction management structure
Items this document does not state (15)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses 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 CommitteeConditions Precedent to Execution

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.

The aim is to optimize group management under the holding company structure and strengthen production capacity in preparation for expanding orders for soundproof and noise-suppression enclosures for emergency generators used in data centers. The companies also seek to benefit from economies of scale through centralized procurement, consolidate and enhance their expertise, strengthen their sales strategy, and reduce manufacturing costs.

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Notice Concerning a Company Split (Absorption-Type Company Split) Between the Company's Consolidated Subsidiaries | NISSO GROUP Co.,Ltd. (3440) timely disclosure | Komori