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Neutral
Direction inferred from the company’s description.Scale
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companiesWording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)イハラ建成工業株式会社, 株式会社クミカ物流, 日本印刷工業株式会社
Disclosing companyKUMIAI CHEMICAL INDUSTRY CO.,LTD.
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
General construction, manufacturing and sale of expanded polystyrene products, building materials, land development and real estate sales, General freight motor vehicle transportation, freight vehicle handling, warehousing, collection, transportation and treatment of industrial waste, consulting and brokerage services relating to industrial waste, worker dispatching and general retail, Printing and the manufacture and sale of various paper products
Location Shizuoka, Shizuoka Prefecture, Shizuoka, Shizuoka Prefecture, Shizuoka, Shizuoka PrefectureShare capital ¥461 million, ¥62 million, ¥88 millionDate of incorporation 21 November 1964, 16 August 1962, 25 November 1943
Net Sales¥9,911 million (fiscal year ended October 2025, standalone), ¥3,929 million (fiscal year ended October 2025, standalone), ¥1,837 million (fiscal year ended October 2025, standalone)
Operating profit¥349 million (fiscal year ended October 2025, standalone), ¥199 million (fiscal year ended October 2025, standalone), ¥3 million (fiscal year ended October 2025, standalone)
Net income for the current fiscal year¥309 million (fiscal year ended October 2025, standalone), ¥130 million (fiscal year ended October 2025, standalone), ¥16 million (fiscal year ended October 2025, standalone)
Net assets¥6,663 million (fiscal year ended October 2025, standalone), ¥3,757 million (fiscal year ended October 2025, standalone), ¥1,501 million (fiscal year ended October 2025, standalone)
Consideration and expenses
Type of ConsiderationShares (our common shares; all shares to be delivered are planned to be treasury shares held by us)
Merger ratio/share exchange ratioイハラ建成: ¥1,543 / average share price of our common stock; クミカ物流: ¥741 / average share price of our common stock; 日本印刷: ¥279 / average share price of our common stock. We will be the wholly owning parent company in the share exchange, and the three target companies will be wholly owned subsidiaries.
Impact on Business Performance
The share exchange is expected to have a minor impact on our consolidated results.
Procedures and assumptions
Valuation methodologyDiscounted cash flow method (DCF method). The value of our shares is the simple average of the closing prices over the 5 trading days from 9 to 16 October 2026 on the Tokyo Stock Exchange Prime Market.
Independent valuation institution株式会社赤坂国際会計
Conditions Precedent to ExecutionApproval at the general meetings of shareholders of the three target consolidated subsidiaries for the share exchange. The general meetings of shareholders of the three target companies are scheduled for 15 October 2026. No shareholder approval is required from us because this is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionThere will be no change to our name, location, representative's title or name, business activities, capital or fiscal year-end as a result of the share exchange. The treatment of the representatives and employees of the target companies is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | イハラ建成工業株式会社, 株式会社クミカ物流, 日本印刷工業株式会社 |
| Name of the Subject Company | イハラ建成工業株式会社, 株式会社クミカ物流, 日本印刷工業株式会社 |
| Business Description of the Subject Company | General construction, manufacturing and sale of expanded polystyrene products, building materials, land development and real estate sales, General freight motor vehicle transportation, freight vehicle handling, warehousing, collection, transportation and treatment of industrial waste, consulting and brokerage services relating to industrial waste, worker dispatching and general retail, Printing and the manufacture and sale of various paper products |
| Location of the Subject Company | Shizuoka, Shizuoka Prefecture, Shizuoka, Shizuoka Prefecture, Shizuoka, Shizuoka Prefecture |
| Capital Stock of the Subject Company | ¥461 million, ¥62 million, ¥88 million |
| Date of Establishment of the Subject Company | 21 November 1964, 16 August 1962, 25 November 1943 |
| Net Sales of the Subject Company | ¥9,911 million (fiscal year ended October 2025, standalone), ¥3,929 million (fiscal year ended October 2025, standalone), ¥1,837 million (fiscal year ended October 2025, standalone) |
| Operating Profit of the Subject Company | ¥349 million (fiscal year ended October 2025, standalone), ¥199 million (fiscal year ended October 2025, standalone), ¥3 million (fiscal year ended October 2025, standalone) |
| Net Income of the Subject Company | ¥309 million (fiscal year ended October 2025, standalone), ¥130 million (fiscal year ended October 2025, standalone), ¥16 million (fiscal year ended October 2025, standalone) |
| Net Assets of the Subject Company | ¥6,663 million (fiscal year ended October 2025, standalone), ¥3,757 million (fiscal year ended October 2025, standalone), ¥1,501 million (fiscal year ended October 2025, standalone) |
| Type of Consideration | Shares (our common shares; all shares to be delivered are planned to be treasury shares held by us) |
| Merger ratio/share exchange ratio | イハラ建成: ¥1,543 / average share price of our common stock; クミカ物流: ¥741 / average share price of our common stock; 日本印刷: ¥279 / average share price of our common stock. We will be the wholly owning parent company in the share exchange, and the three target companies will be wholly owned subsidiaries. |
| Number of shares acquired | All issued shares of the three consolidated subsidiaries (the specific number of shares acquired and voting rights are not stated) |
| Voting rights ownership percentage | Before イハラ建成工業: 48.17%, クミカ物流: 71.05%, 日本印刷工業: 48.46% → after Each company to become a wholly owned subsidiary (the voting interest percentages are not stated) |
| Impact on Business Performance | The share exchange is expected to have a minor impact on our consolidated results. |
| Date of board resolution | 11 September 2026 |
| Contract Date | 11 September 2026 |
| Execution Date / Effective Date | 1 November 2026 (Sunday) (予定) |
| Valuation methodology | Discounted cash flow method (DCF method). The value of our shares is the simple average of the closing prices over the 5 trading days from 9 to 16 October 2026 on the Tokyo Stock Exchange Prime Market. |
| Independent valuation institution | 株式会社赤坂国際会計 |
| Conditions Precedent to Execution | Approval at the general meetings of shareholders of the three target consolidated subsidiaries for the share exchange. The general meetings of shareholders of the three target companies are scheduled for 15 October 2026. No shareholder approval is required from us because this is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | There will be no change to our name, location, representative's title or name, business activities, capital or fiscal year-end as a result of the share exchange. The treatment of the representatives and employees of the target companies is Not disclosed. |
Items this document does not state (9)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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 respond to the current highly fluid business environment, speed up and improve the efficiency and flexibility of decision-making across the Group, and further strengthen Group management.
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