Komori
M&A and Subsidiary Changes5020ENEOS Holdings,Inc.Energy Resources

Notice concerning the acquisition of additional shares in our subsidiary Roadmap Holdings Co., Ltd. and making NIPPO Corporation a wholly owned subsidiary

ENEOS Holdings will acquire additional shares in Roadmap Holdings, which it jointly owned, making Roadmap Holdings a wholly owned subsidiary. As a result, NIPPO, Roadmap Holdings' wholly owned subsidiary, will also effectively become 100% owned by the ENEOS Group.

Worth reading
66In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
65
Percentage of Roadmap Holdings shares acquired (%)
Wording
Definitive
How definitive the wording is.

This transaction

Share Acquisition
CounterpartyEther Holdings GK, J.L.Q. LLC
Disclosing companyENEOS Holdings,Inc.
Roadmap Holdings Co., Ltd.Voting rights ownership percentageNumber of shares acquired 149,700,000 common shares and 240,300,000 non-voting shares (number of voting rights: not disclosed)

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

Control and management of the business activities of NIPPO and other corporations and entities through ownership of their shares, equity interests or capital contributions

Location Chuo-ku, TokyoShare capital ¥300 millionDate of incorporation 6 August 2021
Net assets¥164,111 million (at the end of the fiscal year ending March 2026)
Impact on Business Performance

The impact on results for fiscal 2026 is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionRoadmap Holdings and its wholly owned subsidiary NIPPO will become 100% owned by the ENEOS Group, and the management resources of both companies will be utilized in an integrated manner. The corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty nameEther Holdings GK, J.L.Q. LLC
Name of the Subject CompanyRoadmap Holdings Co., Ltd.
Business Description of the Subject CompanyControl and management of the business activities of NIPPO and other corporations and entities through ownership of their shares, equity interests or capital contributions
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥300 million
Date of Establishment of the Subject Company6 August 2021
Net Assets of the Subject Company¥164,111 million (at the end of the fiscal year ending March 2026)
Number of shares acquired149,700,000 common shares and 240,300,000 non-voting shares (number of voting rights: not disclosed)
Voting rights ownership percentageBefore 50.1% → after 100%
Impact on Business PerformanceThe impact on results for fiscal 2026 is expected to be immaterial.
Date of board resolution23 October 2026
Contract Date23 October 2026
Execution Date / Effective DateDuring November 2026 (scheduled)
Management structure after acquisitionRoadmap Holdings and its wholly owned subsidiary NIPPO will become 100% owned by the ENEOS Group, and the management resources of both companies will be utilized in an integrated manner. The corporate name, representative and treatment of employees: not disclosed
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.

The synergy opportunities became more concrete, including the overall optimization of the asphalt supply chains of ENEOS and NIPPO, integrated use of research and development capabilities and management resources, utilization of idle land, and coordination of overseas business platforms in Southeast Asia, in addition to changes in the business environment and growth strategies.

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.
Notice concerning the acquisition of additional shares in our subsidiary Roadmap Holdings Co., Ltd. and making NIPPO Corporation a wholly owned subsidiary | ENEOS Holdings,Inc. (5020) timely disclosure | Komori