Decision and Details
The respective boards of directors of KUMIAI CHEMICAL INDUSTRY CO.,LTD., イハラ建成工業株式会社, 株式会社クミカ物流 and 日本印刷工業株式会社A share exchange under which each of the 3 target consolidated subsidiaries will become a wholly owned subsidiary
To enable shareholders of the 3 target consolidated subsidiaries to receive KUMIAI CHEMICAL INDUSTRY CO.,LTD. shares equivalent to the value of their respective companies' shares, based on the market share price immediately before the effective date, thereby shortening the period during which value fluctuates due to share price movements. Shareholders of the 3 target companies will be able to benefit from the growth of the group and the expected synergies.
The amount of capital and capital reserves will not change. The impact of the share exchange on results: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which each of the 3 target consolidated subsidiaries will become a wholly owned subsidiary |
| Decision-Making Body | The respective boards of directors of KUMIAI CHEMICAL INDUSTRY CO.,LTD., イハラ建成工業株式会社, 株式会社クミカ物流 and 日本印刷工業株式会社 |
| Decision Date | 11 September 2026 (date the share exchange agreement was executed) |
| Implementation Date | 1 November 2026 (scheduled effective date) |
| Period Covered | On or after 1 November 2026 (after the effective date) |
| Amount | イハラ建成工業: ¥1,543 per share; クミカ物流: ¥741 per share; 日本印刷工業: ¥279 per share. Valuation ranges for the shares of the 3 target companies: イハラ建成工業, ¥1,208–¥1,624; クミカ物流, ¥636–¥3,350; 日本印刷工業, ¥257–¥300 |
| Quantity / scale | All issued shares of the 3 target consolidated subsidiaries will be acquired. The number of shares to be delivered will be calculated by multiplying the number of shares held by shareholders other than KUMIAI CHEMICAL INDUSTRY CO.,LTD. in each company by the share exchange ratio. KUMIAI CHEMICAL INDUSTRY CO.,LTD.'s treasury shares will be used, and no new shares are scheduled to be issued. |
| Impact on Business Performance | The amount of capital and capital reserves will not change. The impact of the share exchange on results: Not disclosed |
| Reason | To enable shareholders of the 3 target consolidated subsidiaries to receive KUMIAI CHEMICAL INDUSTRY CO.,LTD. shares equivalent to the value of their respective companies' shares, based on the market share price immediately before the effective date, thereby shortening the period during which value fluctuates due to share price movements. Shareholders of the 3 target companies will be able to benefit from the growth of the group and the expected synergies. |
| Governing Rule | Companies Act, Article 794, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 193; Companies Act, Article 768, Paragraph 1; Companies Act, Article 796, Paragraphs 2 and 3; Companies Act, Article 783, Paragraph 1; Companies Act, Article 785, Paragraph 1; Companies Act, Article 234; Companies Act, Article 799, Paragraph 1 |
| Related previous disclosures | Announcement dated 9 June 2026, “Recognition of Extraordinary Loss” |
| Future plans | The 3 target companies are scheduled to seek shareholder meeting approval by the day before the effective date and cancel their treasury shares immediately before the effective date. The share exchange ratio for KUMIAI CHEMICAL INDUSTRY CO.,LTD. will be determined based on the simple average of the closing prices over the 5 trading days from 9 October to 16 October 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To enable shareholders of the 3 target consolidated subsidiaries to receive KUMIAI CHEMICAL INDUSTRY CO.,LTD. shares equivalent to the value of their respective companies' shares, based on the market share price immediately before the effective date, thereby shortening the period during which the value of the shares is subject to fluctuation. Shareholders of the 3 target consolidated subsidiaries will also be able to benefit from the growth of the group and the benefits generated by the realization of synergies expected to arise from the share exchange.