Komori
M&A and Subsidiary Changes3513ICHIKAWA CO.,LTD.Materials and Chemicals

Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary

The Company has decided to dissolve and liquidate its consolidated subsidiary in Thailand, ICHIKAWA ASIA CO., LTD. After the liquidation, the Company will continue providing sales and technical services from Japan to Southeast Asia and other regions through local agents.

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This transaction

Dissolution and liquidation of IAC
Disclosing companyICHIKAWA CO.,LTD.
ICHIKAWA ASIA CO., LTD.Subject of this transactionVoting rights ownership percentage Before 49% (major shareholder and shareholding ratio) (after not disclosed)
Date of board resolution31 March 2026
Execution Date / Effective DateThe liquidation is expected to be completed once the procedures required under local laws and regulations have been completed (specific date not yet determined).
Target company

Sales of paper machine felts, slate felts, and paper machine belts

Location ThailandShare capital THB 2 millionDate of incorporation 1 July 2018
Net Sales¥390 million (fiscal year ended March 2025)
Operating profit¥20 million (fiscal year ended March 2025)
Net income for the current fiscal year¥13 million (fiscal year ended March 2025)
Net assets¥153 million (fiscal year ended March 2025)
Impact on Business Performance

The impact of this matter on the Company's consolidated results is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the procedures required under local laws and regulations
Management structure after acquisitionIAC will be dissolved and liquidated. Going forward, the Company will provide sales and technical services from Japan through local agents in the sales network it has established.
This transaction
ItemDetails
Transaction nameDissolution and liquidation of IAC
Name of the Subject CompanyICHIKAWA ASIA CO., LTD.
Business Description of the Subject CompanySales of paper machine felts, slate felts, and paper machine belts
Location of the Subject CompanyThailand
Capital Stock of the Subject CompanyTHB 2 million
Date of Establishment of the Subject Company1 July 2018
Net Sales of the Subject Company¥390 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥20 million (fiscal year ended March 2025)
Net Income of the Subject Company¥13 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥153 million (fiscal year ended March 2025)
Voting rights ownership percentageBefore 49% (major shareholder and shareholding ratio) (after not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results is currently under review.
Date of board resolution31 March 2026
Execution Date / Effective DateThe liquidation is expected to be completed once the procedures required under local laws and regulations have been completed (specific date not yet determined).
Conditions Precedent to ExecutionCompletion of the procedures required under local laws and regulations
Management structure after acquisitionIAC will be dissolved and liquidated. Going forward, the Company will provide sales and technical services from Japan through local agents in the sales network it has established.
Items this document does not state (16)
Counterparty nameAcquisition 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.

The Company believes that IAC has achieved the purpose for which it was established. The liquidation is intended to enable the Group to use its management resources more efficiently, shift to a more profitable earnings structure, and enhance corporate value.

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Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary | ICHIKAWA CO.,LTD. (3513) timely disclosure | Komori