Worth reading
85Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
1074
¥ million (total consideration for the acquisition of 飯山土建株式会社)Wording
Conditional
How definitive the wording is.Decision and Details
Board of Directors (the share exchange qualifies as a simplified share exchange for the Company)Pre-transaction disclosure matters relating to the share exchange under which 飯山土建株式会社 will become the wholly owned subsidiary
Decision30 March 2026 (date of the pre-transaction disclosure document) / 28 March 2026 (date the agreement on the business integration was executed)
Period CoveredFrom the effective date of the share exchange onward (share exchange) / 13 April 2026 to 13 April 2027 (Series 16 Stock Acquisition Rights) / 14 April 2026 to 13 April 2028 (Series 17 through Series 19 Stock Acquisition Rights)
Implementation21 April 2026 scheduled (effective date of the share exchange)
Going forwardThe bonds and stock acquisition rights are scheduled to be allotted on 13 April 2026. The share exchange is scheduled to become effective on 21 April 2026. The stock acquisition rights will be exercised during the prescribed periods, and the funds raised are scheduled to be applied to bond redemption, M&A involving 飯山土建株式会社 and other companies, and M&A-related expenses.
AmountTotal consideration for the acquisition of 飯山土建株式会社: ¥1,074 million; cash acquisition portion: ¥450 million; share exchange consideration portion: calculation based on ¥92,715.232; aggregate face value of the unsecured straight bonds: ¥500,000,000; bond issue price: ¥465,000,000; estimated net proceeds from the stock acquisition rights: ¥1,404 million
Quantity / scaleOf the 15,000 shares of 飯山土建株式会社, 10,245 shares are scheduled to be acquired for cash and 755 shares through the share exchange. The Series 16 Stock Acquisition Rights comprise 210,000 rights, representing 21,000,000 potential shares. The Series 17 through Series 19 Stock Acquisition Rights comprise a total of 80,000 rights, representing 8,000,000 potential shares. Total potential shares: 29,000,000; dilution rate: 22.07% (22% in another section)
Reason
Generation of stable cash flows; increase in the Company's consolidated EBITDA; strengthening of the financial base; improvement of ROIC; strengthening of the earnings base; expansion of the business portfolio; and securing funds required for M&A and growth investments
Impact on Business Performance
The impact of this third-party allotment on results for the fiscal year ending August 2026 is expected to be immaterial. The impact of the acquisition of 飯山土建株式会社 on results is currently under review, and the Company states that it will promptly disclose any matters requiring disclosure.
| Item | Details |
|---|---|
| Matter Covered | Pre-transaction disclosure matters relating to the share exchange under which 飯山土建株式会社 will become the wholly owned subsidiary |
| Decision-Making Body | Board of Directors (the share exchange qualifies as a simplified share exchange for the Company) |
| Decision Date | 30 March 2026 (date of the pre-transaction disclosure document) / 28 March 2026 (date the agreement on the business integration was executed) |
| Implementation Date | 21 April 2026 scheduled (effective date of the share exchange) |
| Period Covered | From the effective date of the share exchange onward (share exchange) / 13 April 2026 to 13 April 2027 (Series 16 Stock Acquisition Rights) / 14 April 2026 to 13 April 2028 (Series 17 through Series 19 Stock Acquisition Rights) |
| Amount | Total consideration for the acquisition of 飯山土建株式会社: ¥1,074 million; cash acquisition portion: ¥450 million; share exchange consideration portion: calculation based on ¥92,715.232; aggregate face value of the unsecured straight bonds: ¥500,000,000; bond issue price: ¥465,000,000; estimated net proceeds from the stock acquisition rights: ¥1,404 million |
| Quantity / scale | Of the 15,000 shares of 飯山土建株式会社, 10,245 shares are scheduled to be acquired for cash and 755 shares through the share exchange. The Series 16 Stock Acquisition Rights comprise 210,000 rights, representing 21,000,000 potential shares. The Series 17 through Series 19 Stock Acquisition Rights comprise a total of 80,000 rights, representing 8,000,000 potential shares. Total potential shares: 29,000,000; dilution rate: 22.07% (22% in another section) |
| Impact on Business Performance | The impact of this third-party allotment on results for the fiscal year ending August 2026 is expected to be immaterial. The impact of the acquisition of 飯山土建株式会社 on results is currently under review, and the Company states that it will promptly disclose any matters requiring disclosure. |
| Reason | Generation of stable cash flows; increase in the Company's consolidated EBITDA; strengthening of the financial base; improvement of ROIC; strengthening of the earnings base; expansion of the business portfolio; and securing funds required for M&A and growth investments |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; Article 768, paragraph 1 of the Companies Act; Article 39 of the Ordinance on Company Accounting; Financial Instruments and Exchange Act; Articles 432 and 434 of the Tokyo Stock Exchange Securities Listing Regulations; and Article 436 of the Rules for Enforcement thereof |
| Related previous disclosures | 27 March 2026: “Notice Regarding the Issuance through Third-Party Allotment of Series 16 Stock Acquisition Rights (with a Provision for Adjustment of the Exercise Price), Series 17 through Series 19 Stock Acquisition Rights and Series 2 Unsecured Straight Bonds, and the Execution of a Purchase Agreement for the Stock Acquisition Rights” |
| Future plans | The bonds and stock acquisition rights are scheduled to be allotted on 13 April 2026. The share exchange is scheduled to become effective on 21 April 2026. The stock acquisition rights will be exercised during the prescribed periods, and the funds raised are scheduled to be applied to bond redemption, M&A involving 飯山土建株式会社 and other companies, and M&A-related expenses. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The Company states that the acquisition of 飯山土建株式会社 is intended to generate stable cash flows, increase consolidated EBITDA, strengthen its financial base, improve ROIC, strengthen its earnings base and expand its business portfolio. The financing is intended to secure funds required for M&A and growth investments and to maintain and improve the financial base.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.