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How definitive the wording is.This transaction
This mergerCounterparty (target company)協亜ガス工業株式会社
Disclosing companyKOATSU GAS KOGYO CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of high-pressure gases; sale of welding and cutting-related equipment
Location Matsuyama, Ehime PrefectureShare capital ¥10 millionDate of incorporation August 1989
Net Sales¥293 million (fiscal year ended March 2025)
Operating profit¥6 million (fiscal year ended March 2025)
Net income for the current fiscal year¥2 million (fiscal year ended March 2025)
Net assets¥46 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no merger consideration will be paid in connection with the merger)
Type of ConsiderationNo consideration (no new shares will be issued and no merger consideration will be paid)
Impact on Business Performance
As this is an absorption-type merger with the Company's wholly owned subsidiary, the impact on consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholders' meeting will be held to approve the merger agreement (simplified merger and short-form merger).
Management structure after acquisitionThere will be no changes following the merger to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 協亜ガス工業株式会社 |
| Name of the Subject Company | 協亜ガス工業株式会社 |
| Business Description of the Subject Company | Manufacture and sale of high-pressure gases; sale of welding and cutting-related equipment |
| Location of the Subject Company | Matsuyama, Ehime Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | August 1989 |
| Net Sales of the Subject Company | ¥293 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥6 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥2 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥46 million (fiscal year ended March 2025) |
| Acquisition price | Not applicable (no new shares will be issued and no merger consideration will be paid in connection with the 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% (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | As this is an absorption-type merger with the Company's wholly owned subsidiary, the impact on consolidated results will be minor. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 |
| Execution Date / Effective Date | 1 September 2026 (scheduled) |
| Conditions Precedent to Execution | No shareholders' meeting will be held to approve the merger agreement (simplified merger and short-form merger). |
| Management structure after acquisition | There will be no changes following the merger to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end. Employee treatment: 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 improve operational efficiency in 協亜ガス工業株式会社's operating area and make effective use of management resources.
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