Worth reading
62In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
15603
¥ million (approximate total amount)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterpartyMarmara Holding Anonim Şirketi
Disclosing companyKANSAI PAINT CO.,LTD.
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.White points represent dates designated as scheduled dates in the document.
Target company
Manufacture and sale of paints
Location Turkey (Kocaeli / Dilovası)Share capital TRY 1,640,188 thousand (¥5,724 million)Date of incorporation 4 November 1985
Net SalesTRY 7,022,539 thousand (¥24,508 million), fiscal year ended December 2025
Operating profitTRY 345,068 thousand (¥1,204 million), fiscal year ended December 2025
Net income for the current fiscal yearTRY △779,819 thousand (¥△2,721 million), fiscal year ended December 2025
Net assetsTRY 4,308,874 thousand (¥15,037 million), fiscal year ended December 2025
Consideration and expenses
Acquisition pricePurchase consideration: US$93 million (total estimated amount: ¥15,603 million)
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥470 million
Type of ConsiderationCash
Amount of extraordinary income (loss)For the fiscal year ending March 2027, an extraordinary gain on the step acquisition is expected to be recorded. The amount is currently under review and has not been determined at this time.
Impact on Business Performance
An extraordinary gain on the step acquisition is expected to be recorded in the consolidated financial results for the fiscal year ending March 2027. The amount is currently under review and has not been determined at this time.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the approvals and other procedures required under Turkey's competition laws and other applicable laws and regulations, as well as approval by the shareholders' meeting of Marmara Holding Anonim Şirketi
Management structure after acquisitionPKB is expected to become a wholly owned subsidiary and a consolidated subsidiary qualifying as a specified subsidiary. The trade name, representative and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | Marmara Holding Anonim Şirketi |
| Name of the Subject Company | Polisan Kansai Boya Sanayi ve Ticaret A.Ş. |
| Business Description of the Subject Company | Manufacture and sale of paints |
| Location of the Subject Company | Turkey (Kocaeli / Dilovası) |
| Capital Stock of the Subject Company | TRY 1,640,188 thousand (¥5,724 million) |
| Date of Establishment of the Subject Company | 4 November 1985 |
| Net Sales of the Subject Company | TRY 7,022,539 thousand (¥24,508 million), fiscal year ended December 2025 |
| Operating Profit of the Subject Company | TRY 345,068 thousand (¥1,204 million), fiscal year ended December 2025 |
| Net Income of the Subject Company | TRY △779,819 thousand (¥△2,721 million), fiscal year ended December 2025 |
| Net Assets of the Subject Company | TRY 4,308,874 thousand (¥15,037 million), fiscal year ended December 2025 |
| Acquisition price | Purchase consideration: US$93 million (total estimated amount: ¥15,603 million) |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated amount): ¥470 million |
| Type of Consideration | Cash |
| Number of shares acquired | 62,501,572 shares (number of voting rights: 62,501,572) |
| Voting rights ownership percentage | Before 50.0% → after 100.0% |
| Amount of extraordinary income (loss) | For the fiscal year ending March 2027, an extraordinary gain on the step acquisition is expected to be recorded. The amount is currently under review and has not been determined at this time. |
| Impact on Business Performance | An extraordinary gain on the step acquisition is expected to be recorded in the consolidated financial results for the fiscal year ending March 2027. The amount is currently under review and has not been determined at this time. |
| Date of board resolution | 29 July 2026 |
| Contract Date | 29 July 2026 |
| Execution Date / Effective Date | Around October 2026 (予定) |
| Conditions Precedent to Execution | Completion of the approvals and other procedures required under Turkey's competition laws and other applicable laws and regulations, as well as approval by the shareholders' meeting of Marmara Holding Anonim Şirketi |
| Management structure after acquisition | PKB is expected to become a wholly owned subsidiary and a consolidated subsidiary qualifying as a specified subsidiary. The trade name, representative and treatment of employees are not disclosed. |
Items this document does not state (9)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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 acquisition is intended to accelerate PKB's management decision-making and maximize its earnings potential by improving its financial structure. Kansai Paint also cites expectations for growth in the Turkish market and Turkey's importance as a region connecting Europe, the Middle East and Africa.
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