Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
950
¥ millionWording
Conditional
How definitive the wording is.This transaction
This acquisition of shares and this share exchangeCounterpartySato Shigeki (佐藤 重樹)
Disclosing companyTHE WHY HOW DO COMPANY,Inc.
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
Civil engineering work, paving work, scaffolding, earthwork and concrete work, demolition work, and other activities
Location Iiyama, Nagano PrefectureShare capital ¥11 millionDate of incorporation December 1961
Net Sales¥301 million (fiscal year ended March 2025)
Operating profit¥90 million (fiscal year ended March 2025)
Net income for the current fiscal year¥69 million (fiscal year ended March 2025)
Net assets¥652 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceAcquisition consideration: ¥950 million (share acquisition portion)
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥124 million
Type of ConsiderationMixed: cash for the share acquisition and only common shares of the Company for the share exchange
Merger ratio/share exchange ratioThe Company (share exchange wholly owning parent company) 1 : 飯山土建株式会社 (share exchange wholly owned subsidiary) to be determined. The share exchange ratio will be “¥92,715.232 / the average closing price of the Company’s common shares over the three weeks immediately preceding the reference date.”
Funding arrangementsTo be funded through the issuance of bonds and share acquisition rights
Goodwill amountGoodwill is expected to arise. The amount and amortization period have not been determined at this time and will be disclosed once finalized.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact is currently under review. The Company will promptly provide notice if any matters requiring disclosure arise in the future.
Procedures and assumptions
Valuation methodologyMarket price method (the Company), and the multiples method and DCF method (飯山土建株式会社)
Independent valuation institution株式会社テトラワークス
Conditions Precedent to ExecutionScheduled to be implemented through a simplified and abbreviated share exchange procedure that does not require approval by resolutions of the Company’s shareholders meeting or 飯山土建株式会社’s shareholders meeting
Management structure after acquisitionThe Company’s trade name, head office location, representative and fiscal year-end will remain unchanged. 飯山土建株式会社, which will become a wholly owned subsidiary, will operate the new construction-related business. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This acquisition of shares and this share exchange |
| Counterparty name | Sato Shigeki (佐藤 重樹) |
| Name of the Subject Company | 飯山土建株式会社 |
| Business Description of the Subject Company | Civil engineering work, paving work, scaffolding, earthwork and concrete work, demolition work, and other activities |
| Location of the Subject Company | Iiyama, Nagano Prefecture |
| Capital Stock of the Subject Company | ¥11 million |
| Date of Establishment of the Subject Company | December 1961 |
| Net Sales of the Subject Company | ¥301 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥90 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥69 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥652 million (fiscal year ended March 2025) |
| Acquisition price | Acquisition consideration: ¥950 million (share acquisition portion) |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥124 million |
| Type of Consideration | Mixed: cash for the share acquisition and only common shares of the Company for the share exchange |
| Merger ratio/share exchange ratio | The Company (share exchange wholly owning parent company) 1 : 飯山土建株式会社 (share exchange wholly owned subsidiary) to be determined. The share exchange ratio will be “¥92,715.232 / the average closing price of the Company’s common shares over the three weeks immediately preceding the reference date.” |
| Number of shares acquired | 10,245 shares. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0% (before the share acquisition) → after 93% (after the share acquisition) |
| Funding arrangements | To be funded through the issuance of bonds and share acquisition rights |
| Goodwill amount | Goodwill is expected to arise. The amount and amortization period have not been determined at this time and will be disclosed once finalized. |
| Impact on Business Performance | The impact is currently under review. The Company will promptly provide notice if any matters requiring disclosure arise in the future. |
| Date of board resolution | 27 March 2026 |
| Contract Date | 28 March 2026 (予定) |
| Execution Date / Effective Date | Share transfer closing date: 20 April 2026 (予定); share exchange effective date: 21 April 2026 (予定) |
| Valuation methodology | Market price method (the Company), and the multiples method and DCF method (飯山土建株式会社) |
| Independent valuation institution | 株式会社テトラワークス |
| Conditions Precedent to Execution | Scheduled to be implemented through a simplified and abbreviated share exchange procedure that does not require approval by resolutions of the Company’s shareholders meeting or 飯山土建株式会社’s shareholders meeting |
| Management structure after acquisition | The Company’s trade name, head office location, representative and fiscal year-end will remain unchanged. 飯山土建株式会社, which will become a wholly owned subsidiary, will operate the new construction-related business. Treatment of employees: Not disclosed |
Items this document does not state (5)
Tender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)Special 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 purpose is to combine Goodman’s infrastructure exploration and measurement equipment with 飯山土建株式会社’s civil engineering capabilities to improve operating efficiency and increase the proportion of orders received directly from prime contractors. The Company also aims to expand its business scope from infrastructure inspections to preventive maintenance and repairs, and to expand distribution channels for Goodman products in Nagano Prefecture.
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