Decision and Details
An absorption-type company split under which Tokuyama Corporation is the splitting company and トクヤマセメント株式会社 is the transferee company
The consideration was determined through discussions between the two companies, taking into account that the transferee company is a wholly owned subsidiary of the splitting company. The increases in stated capital and capital reserves will be determined in accordance with the Companies Accounting Rules, taking into account the nature of the business and the assets and liabilities to be transferred after the split.
No event that would hinder, or might hinder, the performance of the obligations of either company after the absorption-type company split has been identified to date. The companies are stated to be expected to perform their obligations. The impact on profit or loss is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type company split under which Tokuyama Corporation is the splitting company and トクヤマセメント株式会社 is the transferee company |
| Decision Date | 24 July 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 October 2026 (scheduled; effective date of the absorption-type company split) |
| Period Covered | From 1 October 2026 onward |
| Amount | Estimated assets to be transferred: approximately ¥2,800 million; estimated liabilities to be transferred: approximately ¥1,800 million; Tokuyama Corporation assets: approximately ¥450,905 million and liabilities: approximately ¥243,857 million (as of 31 March 2026); トクヤマセメント株式会社 assets: ¥1,000,000 and liabilities: ¥0 (as of 1 July 2026) |
| Quantity / scale | 1 ordinary share of the transferee company to be issued |
| Impact on Business Performance | No event that would hinder, or might hinder, the performance of the obligations of either company after the absorption-type company split has been identified to date. The companies are stated to be expected to perform their obligations. The impact on profit or loss is not disclosed. |
| Reason | The consideration was determined through discussions between the two companies, taking into account that the transferee company is a wholly owned subsidiary of the splitting company. The increases in stated capital and capital reserves will be determined in accordance with the Companies Accounting Rules, taking into account the nature of the business and the assets and liabilities to be transferred after the split. |
| Governing Rule | Article 782, paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; Article 794, paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; and Article 37 or 38 of the Companies Accounting Rules |
| Future plans | The absorption-type company split is scheduled to take effect on 1 October 2026. If any of the disclosed matters change after the start date of the prior disclosure period, the revised matters will be disclosed immediately. |
Items this document does not state (2)
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 consideration for the company split was determined through discussions between the two companies, taking into account that the transferee company is a wholly owned subsidiary of Tokuyama Corporation. The increases in stated capital and capital reserves will be determined in accordance with the Companies Accounting Rules, taking into account the nature of the business and the assets and liabilities to be transferred after the split.