Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
91200
¥ millionWording
Conditional
How definitive the wording is.This transaction
The transaction (acquisition of shares and making 水ing株式会社 a wholly owned subsidiary)CounterpartyEBARA CORPORATION, JGC HOLDINGS CORPORATION, Mitsubishi Corporation
Disclosing companyINFRONEER Holdings Inc.
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
Operation and maintenance of water and environmental plants, and the design and construction of such facilities; chemicals business; and oversight of operating subsidiaries
Location Minato-ku, TokyoShare capital ¥5,500 million (as of 31 December 2025)Date of incorporation 1 April 1977
Net Sales¥82,937 million (fiscal year ended March 2025)
Operating profit¥6,817 million (fiscal year ended March 2025)
Net income for the current fiscal year¥6,199 million (fiscal year ended March 2025)
Net assets¥31,960 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥91,200 million (scheduled acquisition price for the shares; the actual acquisition price will be finalized after price adjustments)
Expenses other than the acquisition priceOther transaction-related expenses, advisory fees and similar costs have not yet been determined and are not included in the above amount.
Type of ConsiderationCash
Funding arrangementsThe acquisition is expected to be funded with cash on hand and borrowings from financial institutions.
Impact on Business Performance
The impact of the transaction on the company's consolidated results for the current fiscal year is currently under review. The company will promptly disclose any matters requiring disclosure that arise in the future.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the procedures stipulated under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Antimonopoly Act)
| Item | Details |
|---|---|
| Transaction name | The transaction (acquisition of shares and making 水ing株式会社 a wholly owned subsidiary) |
| Counterparty name | EBARA CORPORATION, JGC HOLDINGS CORPORATION, Mitsubishi Corporation |
| Name of the Subject Company | 水ing株式会社 |
| Business Description of the Subject Company | Operation and maintenance of water and environmental plants, and the design and construction of such facilities; chemicals business; and oversight of operating subsidiaries |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5,500 million (as of 31 December 2025) |
| Date of Establishment of the Subject Company | 1 April 1977 |
| Net Sales of the Subject Company | ¥82,937 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥6,817 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥6,199 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥31,960 million (fiscal year ended March 2025) |
| Acquisition price | ¥91,200 million (scheduled acquisition price for the shares; the actual acquisition price will be finalized after price adjustments) |
| Expenses other than the acquisition price | Other transaction-related expenses, advisory fees and similar costs have not yet been determined and are not included in the above amount. |
| Type of Consideration | Cash |
| Number of shares acquired | 3,000,000 shares (number of voting rights: 30,000) |
| Voting rights ownership percentage | Before 0.00％ → after 100.00％ |
| Funding arrangements | The acquisition is expected to be funded with cash on hand and borrowings from financial institutions. |
| Impact on Business Performance | The impact of the transaction on the company's consolidated results for the current fiscal year is currently under review. The company will promptly disclose any matters requiring disclosure that arise in the future. |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled). As completion is subject to the completion of procedures stipulated under the Antimonopoly Act, the completion date may change. |
| Conditions Precedent to Execution | Completion of the procedures stipulated under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Antimonopoly Act) |
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
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 transaction is intended to establish an end-to-end structure for the design, construction, maintenance and operation of water supply and sewerage facilities by combining the 水ing Group's water treatment engineering capabilities and field engineers with the Infronia Group's project management capabilities and civil engineering and construction technologies and expertise. The company also aims to expand into road and public facility management, starting from the 水ing Group's maintenance and management sites.
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