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This absorption mergerCounterparty (target company)株式会社スーパーナノデザイン
Disclosing companyTokuyama Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development of synthesis recipes for fine-particle materials and contract synthesis
Location Aoba-ku, Sendai, Miyagi PrefectureShare capital ¥80 million (as of the end of March 2026)Date of incorporation January 2018
Net Sales¥4 million (fiscal year ended March 2026)
Operating profitOperating loss of ¥103 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥120 million (fiscal year ended March 2026)
Net assets¥167 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no merger consideration will be paid in connection with this absorption merger)
Type of ConsiderationNo consideration (no new shares will be issued and no merger consideration will be paid)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval is not required. As this is a simplified merger under Article 796, Paragraph 2 of the Companies Act, no shareholders meeting will be held to approve the merger agreement.
Management structure after acquisitionFollowing this absorption merger, there will be no change to the name, address, title or name of the representative, business activities, capital or fiscal year-end of the Company. 株式会社スーパーナノデザイン will be dissolved. Treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 株式会社スーパーナノデザイン |
| Name of the Subject Company | 株式会社スーパーナノデザイン |
| Business Description of the Subject Company | Development of synthesis recipes for fine-particle materials and contract synthesis |
| Location of the Subject Company | Aoba-ku, Sendai, Miyagi Prefecture |
| Capital Stock of the Subject Company | ¥80 million (as of the end of March 2026) |
| Date of Establishment of the Subject Company | January 2018 |
| Net Sales of the Subject Company | ¥4 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥103 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥120 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥167 million (fiscal year ended March 2026) |
| Acquisition price | Not applicable (no new shares will be issued and no merger consideration will be paid in connection with this absorption merger) |
| Type of Consideration | No consideration (no new shares will be issued and no merger consideration will be paid) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 23 October 2026 |
| Contract Date | 23 October 2026 (scheduled) |
| Execution Date / Effective Date | 1 February 2027 (scheduled) |
| Conditions Precedent to Execution | Shareholder approval is not required. As this is a simplified merger under Article 796, Paragraph 2 of the Companies Act, no shareholders meeting will be held to approve the merger agreement. |
| Management structure after acquisition | Following this absorption merger, there will be no change to the name, address, title or name of the representative, business activities, capital or fiscal year-end of the Company. 株式会社スーパーナノデザイン will be dissolved. Treatment of employees: not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.To streamline organizational operations.
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