Worth reading
77Important
Scored from 2 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
1521229
SharesWording
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.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationShares: allocation of common shares of KUMIAI CHEMICAL INDUSTRY CO.,LTD.
Merger ratio/share exchange ratioKUMIAI CHEMICAL INDUSTRY CO.,LTD.: イハラ建成工業株式会社 = 1:2.34; KUMIAI CHEMICAL INDUSTRY CO.,LTD.: 株式会社クミカ物流 = 1:1.12; KUMIAI CHEMICAL INDUSTRY CO.,LTD.: 日本印刷工業株式会社 = 1:0.42. KUMIAI CHEMICAL INDUSTRY CO.,LTD. will be the wholly owning parent company in the share exchange, and the 3 companies will be wholly owned subsidiaries.
Procedures and assumptions
Valuation methodologyThe calculation method stipulated in the share exchange agreement. The share exchange ratio for each target company was calculated by dividing the specified value per share (¥1,543 for イハラ建成, ¥741 for 株式会社クミカ物流 and ¥279 for 日本印刷) by the average share price of the company's common shares, ¥659.
Management structure after acquisitionExcept for making the 3 target consolidated subsidiaries wholly owned subsidiaries, 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 |
| Type of Consideration | Shares: allocation of common shares of KUMIAI CHEMICAL INDUSTRY CO.,LTD. |
| Merger ratio/share exchange ratio | KUMIAI CHEMICAL INDUSTRY CO.,LTD.: イハラ建成工業株式会社 = 1:2.34; KUMIAI CHEMICAL INDUSTRY CO.,LTD.: 株式会社クミカ物流 = 1:1.12; KUMIAI CHEMICAL INDUSTRY CO.,LTD.: 日本印刷工業株式会社 = 1:0.42. KUMIAI CHEMICAL INDUSTRY CO.,LTD. will be the wholly owning parent company in the share exchange, and the 3 companies will be wholly owned subsidiaries. |
| Number of shares acquired | All issued shares of the 3 target consolidated subsidiaries, excluding shares of the 3 target consolidated subsidiaries held by the company |
| Voting rights ownership percentage | After Equivalent to 100% (making them wholly owned subsidiaries) (before not disclosed) |
| Date of board resolution | 16 October 2026 |
| Contract Date | 11 September 2026 |
| Execution Date / Effective Date | 1 November 2026 (scheduled) |
| Valuation methodology | The calculation method stipulated in the share exchange agreement. The share exchange ratio for each target company was calculated by dividing the specified value per share (¥1,543 for イハラ建成, ¥741 for 株式会社クミカ物流 and ¥279 for 日本印刷) by the average share price of the company's common shares, ¥659. |
| Management structure after acquisition | Except for making the 3 target consolidated subsidiaries wholly owned subsidiaries, not disclosed |
Items this document does not state (20)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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.Under the share exchange agreement, the share exchange ratios for each target company were calculated using ¥659, the simple average closing price of the company's common shares over the 5 trading days from 9 October to 16 October 2026.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.