Worth reading
78Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
1399514
Shares (scheduled for issuance)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
The stock-for-stock exchangeCounterpartyDai Nippon Toryo Company,Limited
Disclosing companySHINTO PAINT COMPANY,LIMITED
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture, processing and sale of paints, adhesives, pigments, synthetic resins and other chemical products; design, construction and management of painting and other construction projects; and related businesses
Location Amagasaki, Hyogo PrefectureShare capital ¥2,449 millionDate of incorporation 17 April 1933
Net Sales¥21,481 million (fiscal year ending March 2026)
Operating profit¥255 million (fiscal year ending March 2026)
Net income for the current fiscal year-¥593 million (fiscal year ending March 2026)
Net assets¥14,229 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares (0.0824 shares of Dai Nippon Toryo Company,Limited common stock will be issued for each share of SHINTO PAINT COMPANY,LIMITED)
Merger ratio/share exchange ratio1 : 0.0824 (Dai Nippon Toryo Company,Limited will be the wholly owning parent company in the stock-for-stock exchange, and SHINTO PAINT COMPANY,LIMITED will be the wholly owned subsidiary)
Tender offer price¥90 per common share (the price of the tender offer conducted in 2025; this is not the consideration for the current stock-for-stock exchange)
Funding arrangementsDai Nippon Toryo Company,Limited plans to use treasury shares it currently holds and a portion of treasury shares acquired after today. If these are insufficient, it plans to issue new common shares.
Impact on Business Performance
The impact is currently under review. If it becomes necessary to revise the earnings forecast or any matter requiring disclosure arises, the company will disclose it promptly.
Procedures and assumptions
Valuation methodologyMarket price analysis and market price method; discounted cash flow analysis and DCF method
Independent valuation institutionMUFG Bank, Ltd., Corporate Information Sales Department, Financial Development Office, and Japan Blue M&A Advisory Company (JBMA)
Special CommitteeEstablished. The Independent Officer Committee of SHINTO PAINT COMPANY,LIMITED consists of 4 members: 2 independent outside directors and 2 independent outside audit & supervisory board members.
Conditions Precedent to ExecutionApproval of this stock-for-stock exchange agreement at the extraordinary general meeting of shareholders of SHINTO PAINT COMPANY,LIMITED scheduled for 15 January 2027. Dai Nippon Toryo Company,Limited plans to proceed without shareholder approval under a simplified stock-for-stock exchange pursuant to Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionSHINTO PAINT COMPANY,LIMITED will become a wholly owned subsidiary of Dai Nippon Toryo Company,Limited. No changes are stated as planned to Dai Nippon Toryo Company,Limited's corporate name, location, representative or business activities. The companies intend to proceed in stages with system integration and shared use, as well as the consolidation of overlapping administrative functions, while maintaining SHINTO PAINT COMPANY,LIMITED's technologies, brand, personnel and customer service capabilities. Specific employee treatment is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | The stock-for-stock exchange |
| Counterparty name | Dai Nippon Toryo Company,Limited |
| Name of the Subject Company | SHINTO PAINT COMPANY,LIMITED |
| Business Description of the Subject Company | Manufacture, processing and sale of paints, adhesives, pigments, synthetic resins and other chemical products; design, construction and management of painting and other construction projects; and related businesses |
| Location of the Subject Company | Amagasaki, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥2,449 million |
| Date of Establishment of the Subject Company | 17 April 1933 |
| Net Sales of the Subject Company | ¥21,481 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥255 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | -¥593 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥14,229 million (fiscal year ending March 2026) |
| Type of Consideration | Shares (0.0824 shares of Dai Nippon Toryo Company,Limited common stock will be issued for each share of SHINTO PAINT COMPANY,LIMITED) |
| Merger ratio/share exchange ratio | 1 : 0.0824 (Dai Nippon Toryo Company,Limited will be the wholly owning parent company in the stock-for-stock exchange, and SHINTO PAINT COMPANY,LIMITED will be the wholly owned subsidiary) |
| Tender offer price | ¥90 per common share (the price of the tender offer conducted in 2025; this is not the consideration for the current stock-for-stock exchange) |
| Number of shares acquired | All issued shares of SHINTO PAINT COMPANY,LIMITED other than those held by Dai Nippon Toryo Company,Limited. The number of shares and voting rights are Not disclosed. The number of Dai Nippon Toryo Company,Limited common shares to be issued in the stock-for-stock exchange is 1,399,514 (scheduled). |
| Voting rights ownership percentage | Before 50.10％ → after Wholly owned subsidiary (the voting rights ownership percentage is Not disclosed) |
| Funding arrangements | Dai Nippon Toryo Company,Limited plans to use treasury shares it currently holds and a portion of treasury shares acquired after today. If these are insufficient, it plans to issue new common shares. |
| Impact on Business Performance | The impact is currently under review. If it becomes necessary to revise the earnings forecast or any matter requiring disclosure arises, the company will disclose it promptly. |
| Date of board resolution | 6 November 2026 |
| Contract Date | 6 November 2026 |
| Execution Date / Effective Date | 25 February 2027 (scheduled) |
| Valuation methodology | Market price analysis and market price method; discounted cash flow analysis and DCF method |
| Independent valuation institution | MUFG Bank, Ltd., Corporate Information Sales Department, Financial Development Office, and Japan Blue M&A Advisory Company (JBMA) |
| Special Committee | Established. The Independent Officer Committee of SHINTO PAINT COMPANY,LIMITED consists of 4 members: 2 independent outside directors and 2 independent outside audit & supervisory board members. |
| Conditions Precedent to Execution | Approval of this stock-for-stock exchange agreement at the extraordinary general meeting of shareholders of SHINTO PAINT COMPANY,LIMITED scheduled for 15 January 2027. Dai Nippon Toryo Company,Limited plans to proceed without shareholder approval under a simplified stock-for-stock exchange pursuant to Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | SHINTO PAINT COMPANY,LIMITED will become a wholly owned subsidiary of Dai Nippon Toryo Company,Limited. No changes are stated as planned to Dai Nippon Toryo Company,Limited's corporate name, location, representative or business activities. The companies intend to proceed in stages with system integration and shared use, as well as the consolidation of overlapping administrative functions, while maintaining SHINTO PAINT COMPANY,LIMITED's technologies, brand, personnel and customer service capabilities. Specific employee treatment is Not disclosed. |
Items this document does not state (6)
Acquisition priceExpenses other than the acquisition priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)
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 transaction is intended to reduce the management burden associated with conflicts of interest arising from the parent-subsidiary listing structure and the costs of maintaining two separate listings, and to operate the two companies' management resources as an integrated whole. Specifically, the companies plan to pursue joint procurement, logistics efficiencies, optimization of production and capital investment, mutual use of products, technologies and sales channels, and integration of administrative functions, with the aim of improving SHINTO PAINT COMPANY,LIMITED's earnings capacity and achieving sustainable growth. The companies also cite constraints on capital investment and research and development investment when SHINTO PAINT COMPANY,LIMITED operates independently.
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