Worth reading
63In focus
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
2190
¥ million (acquisition price)Wording
Conditional
How definitive the wording is.This transaction
Share acquisition (making the company a wholly owned subsidiary)CounterpartyZEON CORPORATION
Disclosing companyNATOCO 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.
Target company
Manufacture and sale of coatings in general
Location Nishi-ku, Sakai, Osaka PrefectureShare capital ¥490 millionDate of incorporation 15 October 1919
Net Sales¥9,940 million (fiscal year ended March 2025)
Operating profit¥577 million (fiscal year ended March 2025)
Net income for the current fiscal year¥541 million (fiscal year ended March 2025)
Net assets¥4,484 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥2,190 million. The amount may change in the future under the purchase price adjustment provisions accompanying the company split.
Expenses other than the acquisition price¥150 million in advisory fees and other expenses
Type of ConsiderationCash
Funding arrangementsFully funded with cash on hand
Impact on Business Performance
There will be no revision to the consolidated earnings forecast for the fiscal year ending October 2026 as a result of this transaction. The impact on the fiscal year ending October 2027 and subsequent fiscal years will be examined in due course.
Procedures and assumptions
Valuation methodologyBusiness value assessment by an independent third party
Conditions Precedent to ExecutionBy the closing date, the seller, ZEON CORPORATION, is scheduled to transfer the acrylic rubber business to a newly established company under ZEON CORPORATION through a company split.
Management structure after acquisition株式会社トウペ will become a wholly owned subsidiary of ナトコ. The companies will advance the integration of their technical capabilities, rebuild the production structure, and improve the efficiency of logistics and color-matching operations. The corporate name, representative, and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Share acquisition (making the company a wholly owned subsidiary) |
| Counterparty name | ZEON CORPORATION |
| Name of the Subject Company | 株式会社トウペ |
| Business Description of the Subject Company | Manufacture and sale of coatings in general |
| Location of the Subject Company | Nishi-ku, Sakai, Osaka Prefecture |
| Capital Stock of the Subject Company | ¥490 million |
| Date of Establishment of the Subject Company | 15 October 1919 |
| Net Sales of the Subject Company | ¥9,940 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥577 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥541 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥4,484 million (fiscal year ended March 2025) |
| Acquisition price | ¥2,190 million. The amount may change in the future under the purchase price adjustment provisions accompanying the company split. |
| Expenses other than the acquisition price | ¥150 million in advisory fees and other expenses |
| Type of Consideration | Cash |
| Number of shares acquired | 30,801,738 shares (number of voting rights: 30,801) |
| Voting rights ownership percentage | Before 0% → after 100% |
| Funding arrangements | Fully funded with cash on hand |
| Impact on Business Performance | There will be no revision to the consolidated earnings forecast for the fiscal year ending October 2026 as a result of this transaction. The impact on the fiscal year ending October 2027 and subsequent fiscal years will be examined in due course. |
| Date of board resolution | 11 May 2026 |
| Contract Date | 11 May 2026 (予定) |
| Execution Date / Effective Date | 2 November 2026 (scheduled) |
| Valuation methodology | Business value assessment by an independent third party |
| Conditions Precedent to Execution | By the closing date, the seller, ZEON CORPORATION, is scheduled to transfer the acrylic rubber business to a newly established company under ZEON CORPORATION through a company split. |
| Management structure after acquisition | 株式会社トウペ will become a wholly owned subsidiary of ナトコ. The companies will advance the integration of their technical capabilities, rebuild the production structure, and improve the efficiency of logistics and color-matching operations. The corporate name, representative, and treatment of employees are not disclosed. |
Items this document does not state (8)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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 expand the coatings business and rebuild the product supply structure. The company aims to use the extensive sites at 株式会社トウペ's Mie and Ibaraki plants, among others, as alternative production bases for the aging Miyoshi head office plant, thereby rebuilding the production structure, improving the efficiency of logistics and color-matching operations, and realizing synergies through the complementary nature of the two companies' businesses.
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