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M&A and Subsidiary Changes4617Chugoku Marine Paints,Ltd.Materials and Chemicals

Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified Merger and Abbreviated Merger)

Chugoku Marine Paints,Ltd. will absorb and merge with its wholly owned subsidiary, 神戸ペイント株式会社. 神戸ペイント株式会社 will be dissolved on the effective date, and no new shares or cash will be issued or paid.

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This transaction

This merger
Counterparty (target company)神戸ペイント株式会社
Disclosing companyChugoku Marine Paints,Ltd.
Subject of this transactionVoting rights ownership percentage Before 100.0% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of paints

Location Inami Town, Kako District, Hyogo PrefectureShare capital ¥400 millionDate of incorporation July 1966
Net Sales¥5,668 million (as of 31 March 2026; non-consolidated)
Operating profit¥348 million (as of 31 March 2026; non-consolidated)
Net income for the current fiscal year¥320 million (as of 31 March 2026; non-consolidated)
Net assets¥2,035 million (as of 31 March 2026; non-consolidated)
Consideration and expenses
Acquisition priceNot applicable (no new shares or cash or other assets will be delivered)
Type of ConsiderationNo consideration (no new shares or cash or other consideration will be issued or paid)
Merger ratio/share exchange ratioNot applicable (as this is the absorption merger of a wholly owned subsidiary, no new shares or cash or other consideration will be issued or paid). Surviving company: Chugoku Marine Paints,Ltd.
Impact on Business Performance

The impact on the Company's consolidated results will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval is not required. At Chugoku Marine Paints,Ltd., this qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act, and at 神戸ペイント株式会社, as a short-form merger under Article 784, Paragraph 1 of the same Act. Accordingly, the merger will proceed without obtaining shareholder approval from either company.
Management structure after acquisitionThere will be no changes to Chugoku Marine Paints,Ltd.'s corporate name, head office location, representative, business activities, stated capital or fiscal year-end as a result of this merger. 神戸ペイント株式会社 will be dissolved on the effective date.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name神戸ペイント株式会社
Name of the Subject Company神戸ペイント株式会社
Business Description of the Subject CompanyManufacture and sale of paints
Location of the Subject CompanyInami Town, Kako District, Hyogo Prefecture
Capital Stock of the Subject Company¥400 million
Date of Establishment of the Subject CompanyJuly 1966
Net Sales of the Subject Company¥5,668 million (as of 31 March 2026; non-consolidated)
Operating Profit of the Subject Company¥348 million (as of 31 March 2026; non-consolidated)
Net Income of the Subject Company¥320 million (as of 31 March 2026; non-consolidated)
Net Assets of the Subject Company¥2,035 million (as of 31 March 2026; non-consolidated)
Acquisition priceNot applicable (no new shares or cash or other assets will be delivered)
Type of ConsiderationNo consideration (no new shares or cash or other consideration will be issued or paid)
Merger ratio/share exchange ratioNot applicable (as this is the absorption merger of a wholly owned subsidiary, no new shares or cash or other consideration will be issued or paid). Surviving company: Chugoku Marine Paints,Ltd.
Voting rights ownership percentageBefore 100.0% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor.
Date of board resolution31 July 2026
Contract Date31 July 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Conditions Precedent to ExecutionShareholder approval is not required. At Chugoku Marine Paints,Ltd., this qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act, and at 神戸ペイント株式会社, as a short-form merger under Article 784, Paragraph 1 of the same Act. Accordingly, the merger will proceed without obtaining shareholder approval from either company.
Management structure after acquisitionThere will be no changes to Chugoku Marine Paints,Ltd.'s corporate name, head office location, representative, business activities, stated capital or fiscal year-end as a result of this merger. 神戸ペイント株式会社 will be dissolved on the effective date.
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 integrate the companies' business operations in terms of production, product brands and sales channels, thereby streamlining group management and improving operational efficiency.

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Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified Merger and Abbreviated Merger) | Chugoku Marine Paints,Ltd. (4617) timely disclosure | Komori