Worth reading
66In focus
Scored from 3 of 5 sectionsDirection
Deterioration
Direction inferred from the company’s description.Scale
13.2
% (sales of the business being split / consolidated net sales)Wording
Conditional
How definitive the wording is.This transaction
This absorption-type company split and share transfer (the transaction)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.
Target company
Sales of cement and solidification materials
Location Shunan, Yamaguchi PrefectureShare capital ¥1 millionDate of incorporation 1 July 2026
Procedures and assumptions
Conditions Precedent to ExecutionAs the absorption-type company split meets the requirements for a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, it is scheduled to be carried out without obtaining approval at a shareholders' meeting of the company.
Management structure after acquisitionFollowing the share transfer, TAIHEIYO CEMENT CORPORATION will hold 100% of the shares in the new company, and the company name and other matters are scheduled to change. The current representative director is Taniguchi Takahide (谷口隆英).
| Item | Details |
|---|---|
| Transaction name | This absorption-type company split and share transfer (the transaction) |
| Counterparty name | TAIHEIYO CEMENT CORPORATION |
| Name of the Subject Company | トクヤマセメント株式会社 |
| 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 |
| Date of Establishment of the Subject Company | 1 July 2026 |
| Number of shares acquired | All issued shares of the new company (1 share). Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before Tokuyama Corporation 100% → after TAIHEIYO CEMENT CORPORATION 100% |
| Date of board resolution | 24 July 2026 |
| Contract Date | 25 March 2026 (share transfer agreement); 24 July 2026 (absorption-type company split agreement) |
| Execution Date / Effective Date | 1 October 2026 (scheduled effective date of the absorption-type company split). Execution date of the share transfer: Not disclosed |
| Conditions Precedent to Execution | As the absorption-type company split meets the requirements for a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, it is scheduled to be carried out without obtaining approval at a shareholders' meeting of the company. |
| Management structure after acquisition | Following the share transfer, TAIHEIYO CEMENT CORPORATION will hold 100% of the shares in the new company, and the company name and other matters are scheduled to change. The current representative director is Taniguchi Takahide (谷口隆英). |
Items this document does not state (18)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Impact on Business PerformanceValuation 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 purpose and rationale for the transaction are not stated in the body of the disclosure.
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.