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M&A and Subsidiary Changes5076INFRONEER Holdings Inc.Construction and Materials

Regarding the Acquisition of Mitsui-Sumiken Road Co., Ltd. as a Wholly Owned Subsidiary by INFRONEER Holdings Inc.’s Subsidiary, Sumitomo Mitsui Construction Co., Ltd.

Sumitomo Mitsui Construction completed the share sale demand procedures following the tender offer and made Mitsui Sumiken Road a wholly owned subsidiary. As a result, it now ultimately holds 100% of Mitsui Sumiken Road's voting rights.

Worth reading
69In focus
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
8848998
Shares
Wording
Definitive
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This transaction

The tender offer and a series of procedures to make Mitsui Sumiken Road a wholly owned subsidiary
Disclosing companyINFRONEER Holdings Inc.
Mitsui Sumiken Road Co., Ltd.Voting rights ownership percentageNumber of shares acquired 8,848,998 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.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
Tender offer periodStart date: 10 March 2026; end date: Not disclosed
Procedures and assumptions
Management structure after acquisitionThe companies will further promote their integration, realize synergies, and optimize resource allocation and investment on a group-wide basis. The trade name, representative, and employee terms and conditions: Not disclosed
This transaction
ItemDetails
Transaction nameThe tender offer and a series of procedures to make Mitsui Sumiken Road a wholly owned subsidiary
Name of the Subject CompanyMitsui Sumiken Road Co., Ltd.
Tender offer periodStart date: 10 March 2026; end date: Not disclosed
Number of shares acquired8,848,998 shares; number of voting rights: Not disclosed
Voting rights ownership percentageAfter 95.38% after the tender offer and 100% after becoming a wholly owned subsidiary (before not disclosed)
Date of board resolution8 May 2026
Execution Date / Effective Date2 June 2026 (completed)
Management structure after acquisitionThe companies will further promote their integration, realize synergies, and optimize resource allocation and investment on a group-wide basis. The trade name, representative, and employee terms and conditions: Not disclosed
Items this document does not state (24)
Counterparty nameBusiness 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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation 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.

To further integrate the two companies, maximize synergies, optimize resource allocation and investment across the Group, and enhance corporate value.

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.
Regarding the Acquisition of Mitsui-Sumiken Road Co., Ltd. as a Wholly Owned Subsidiary by INFRONEER Holdings Inc.’s Subsidiary, Sumitomo Mitsui Construction Co., Ltd. | INFRONEER Holdings Inc. (5076) timely disclosure | Komori