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M&A and Subsidiary Changes4206Aica Kogyo Company,LimitedMaterials and Chemicals

Notice Regarding the Absorption-Type Merger of a Non-Consolidated Subsidiary (Simplified Merger and Abbreviated Merger)

AICA KOGYO CO., LTD. will absorb 崇広サービス, its wholly owned unconsolidated subsidiary, and dissolve the company. Manufacturing operations will be centralized at AICA KOGYO CO., LTD. to improve management efficiency.

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This transaction

This merger (absorption-type merger)
Counterparty (target company)崇広サービス株式会社
Disclosing companyAica Kogyo Company,Limited
Subject of this transactionVoting rights ownership percentage Before 100% → after Not applicable (the target company will be dissolved through the absorption merger)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Contract manufacturing of various synthetic resin products for industrial, construction, household and other applications

Location Tamba, Hyogo PrefectureShare capital ¥10 millionDate of incorporation 3 March 2006
Net Sales¥125.463 million (fiscal year ended March 2026)
Operating profit-¥551 thousand (fiscal year ended March 2026)
Net income for the current fiscal year-¥731 (fiscal year ended March 2026)
Net assets¥19.462 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable (this is an absorption merger with AICA KOGYO CO., LTD. as the surviving company, and no shares or other monetary consideration will be allocated)
Impact on Business Performance

The impact of this merger on consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and short-form merger, it will be implemented without obtaining approval at a shareholders' meeting.
Management structure after acquisitionThere will be no changes following the merger to the name, location, title or name of the representative, business activities, capital or fiscal year-end of AICA KOGYO CO., LTD. 崇広サービス株式会社 will be dissolved.
This transaction
ItemDetails
Transaction nameThis merger (absorption-type merger)
Counterparty name崇広サービス株式会社
Name of the Subject Company崇広サービス株式会社
Business Description of the Subject CompanyContract manufacturing of various synthetic resin products for industrial, construction, household and other applications
Location of the Subject CompanyTamba, Hyogo Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company3 March 2006
Net Sales of the Subject Company¥125.463 million (fiscal year ended March 2026)
Operating Profit of the Subject Company-¥551 thousand (fiscal year ended March 2026)
Net Income of the Subject Company-¥731 (fiscal year ended March 2026)
Net Assets of the Subject Company¥19.462 million (fiscal year ended March 2026)
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable (this is an absorption merger with AICA KOGYO CO., LTD. as the surviving company, and no shares or other monetary consideration will be allocated)
Voting rights ownership percentageBefore 100% → after Not applicable (the target company will be dissolved through the absorption merger)
Impact on Business PerformanceThe impact of this merger on consolidated results will be immaterial.
Date of board resolution2 July 2026
Contract Date2 July 2026
Execution Date / Effective Date1 October 2026 (scheduled implementation date and effective date)
Conditions Precedent to ExecutionAs this is a simplified merger and short-form merger, it will be implemented without obtaining approval at a shareholders' meeting.
Management structure after acquisitionThere will be no changes following the merger to the name, location, title or name of the representative, business activities, capital or fiscal year-end of AICA KOGYO CO., LTD. 崇広サービス株式会社 will be dissolved.
Items this document does not state (11)
Expenses other than the acquisition priceTender 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 centralize manufacturing operations and improve management efficiency.

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Notice Regarding the Absorption-Type Merger of a Non-Consolidated Subsidiary (Simplified Merger and Abbreviated Merger) | Aica Kogyo Company,Limited (4206) timely disclosure | Komori