Worth reading
37Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)テクノワックス株式会社
Disclosing companyNIPPON SEIRO CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Contract manufacturing and processing of various wax products, among other activities
Location Ami, Inashiki District, Ibaraki PrefectureShare capital ¥50 millionDate of incorporation 30 April 2008
Net Sales¥1,848 million (fiscal year ended December 2025)
Operating profit¥18 million (fiscal year ended December 2025)
Net income for the current fiscal year¥16 million (fiscal year ended December 2025)
Net assets¥109 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares or other cash consideration will be allotted)
Type of ConsiderationNo consideration (no shares or other cash consideration will be allotted)
Merger ratio/share exchange ratioNot applicable (no shares or other cash consideration will be allotted)
Impact on Business Performance
As this is a merger with a wholly owned subsidiary, the impact on the Company's consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionThis absorption merger qualifies as both a simplified merger and a short-form merger, and will be carried out without obtaining approval of the absorption merger agreement at a shareholders' meeting.
Management structure after acquisitionFollowing this absorption merger, there will be no change to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end. The treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | テクノワックス株式会社 |
| Name of the Subject Company | テクノワックス株式会社 |
| Business Description of the Subject Company | Contract manufacturing and processing of various wax products, among other activities |
| Location of the Subject Company | Ami, Inashiki District, Ibaraki Prefecture |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 30 April 2008 |
| Net Sales of the Subject Company | ¥1,848 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥18 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥16 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥109 million (fiscal year ended December 2025) |
| Acquisition price | Not applicable (no shares or other cash consideration will be allotted) |
| Type of Consideration | No consideration (no shares or other cash consideration will be allotted) |
| Merger ratio/share exchange ratio | Not applicable (no shares or other cash consideration will be allotted) |
| Voting rights ownership percentage | Before 100% (as of 30 June 2026) → after Not applicable (absorbed company) |
| Impact on Business Performance | As this is a merger with a wholly owned subsidiary, the impact on the Company's consolidated results will be minor. |
| Date of board resolution | 29 September 2026 |
| Contract Date | 29 September 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | This absorption merger qualifies as both a simplified merger and a short-form merger, and will be carried out without obtaining approval of the absorption merger agreement at a shareholders' meeting. |
| Management structure after acquisition | Following this absorption merger, there will be no change to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end. The treatment of employees is Not disclosed. |
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 improve management efficiency and productivity.
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.