Worth reading
51Recurring
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
44704
¥ million (sales of the business to be split for the fiscal year ended March 2025; 13.0% of consolidated sales)Wording
Conditional
How definitive the wording is.This transaction
Transaction (absorption-type company split and share transfer)CounterpartyTAIHEIYO CEMENT CORPORATION
Disclosing companyTokuyama Corporation
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
Sales of cement and solidification materials
Location Shunan, Yamaguchi PrefectureShare capital ¥1 million (予定)Date of incorporation 1 July 2026 (scheduled)
Consideration and expenses
Acquisition price¥37,000 million (the actual transfer price is expected to be adjusted based on the price at the time the share transfer is completed)
Impact on Business Performance
The Company will promptly make a disclosure if any matter requiring announcement arises concerning the impact of the absorption-type company split and share transfer on its business results.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of all required clearances, approvals and licenses under domestic competition laws and other applicable laws and regulations
Management structure after acquisitionFor a certain period after the share transfer, employees who have previously been engaged in the Company's cement sales business will be seconded to the new company in an effort to maintain business relationships with customers. The name and representative of the new company have not been determined. The Company's corporate name, head office location, representative, business activities, capital and fiscal year-end will remain unchanged.
| Item | Details |
|---|---|
| Transaction name | Transaction (absorption-type company split and share transfer) |
| Counterparty name | TAIHEIYO CEMENT CORPORATION |
| Name of the Subject Company | New company (name: TBD) |
| Business Description of the Subject Company | Sales of cement and solidification materials |
| Location of the Subject Company | Shunan, Yamaguchi Prefecture |
| Capital Stock of the Subject Company | ¥1 million (予定) |
| Date of Establishment of the Subject Company | 1 July 2026 (scheduled) |
| Acquisition price | ¥37,000 million (the actual transfer price is expected to be adjusted based on the price at the time the share transfer is completed) |
| Number of shares acquired | Shares transferred: all shares held; shares held after the transfer: 0. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 100.0% → after 0.0% |
| Impact on Business Performance | The Company will promptly make a disclosure if any matter requiring announcement arises concerning the impact of the absorption-type company split and share transfer on its business results. |
| Date of board resolution | 25 March 2026 (decision on the transaction); the Board of Directors' resolution approving the absorption-type company split agreement is scheduled for the first quarter of FY2026 |
| Contract Date | 25 March 2026 (share transfer agreement); execution of the absorption-type company split agreement is scheduled for the first quarter of FY2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) (effective date of the absorption-type company split and completion date of the share transfer) |
| Conditions Precedent to Execution | Completion of all required clearances, approvals and licenses under domestic competition laws and other applicable laws and regulations |
| Management structure after acquisition | For a certain period after the share transfer, employees who have previously been engaged in the Company's cement sales business will be seconded to the new company in an effort to maintain business relationships with customers. The name and representative of the new company have not been determined. The Company's corporate name, head office location, representative, business activities, capital and fiscal year-end will remain unchanged. |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 is pursuing structural reform because domestic demand for cement has been declining over the long term and is expected to continue declining gradually as a result of population decline, reduced public investment and the transition to a stock-based society. Another stated objective is to allocate resources to growth businesses, which the Company defines as the electronic, healthcare and environmental sectors.
How to read this page
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