Komori
M&A and Subsidiary Changes5184NICHIRIN CO.,LTD.Automobiles and transportation equipment

Notice Regarding the Establishment of a Subsidiary

The Company will establish a wholly owned manufacturing subsidiary at the location of its Himeji Plant and consolidate the manufacturing functions of the Company and its existing subsidiaries. Following its establishment, the new subsidiary is scheduled to absorb and merge with 2 existing subsidiaries, after which the Company's manufacturing-related divisions will be transferred in stages.

Worth reading
56In focus
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
100
¥ millions (capital of the newly established subsidiary)
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of subsidiary
Disclosing companyNICHIRIN CO.,LTD.
株式会社ニチリンジャパンVoting rights ownership percentageNumber of shares acquired All shares issued at incorporation (number of shares and 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.White points represent dates designated as scheduled dates in the document.
Target company

Manufacture and sale of automotive hoses and related products

Location Himeji, Hyogo PrefectureShare capital ¥100 millionDate of incorporation January 2027 (予定)
Consideration and expenses
Funding arrangements100% funded by the Company (funding method, including cash on hand and borrowings, is Not disclosed)
Impact on Business Performance

The impact on the Company's consolidated results will be minor. Over the medium to long term, the transaction is expected to contribute to maintaining and strengthening the domestic production base through improved production efficiency.

Procedures and assumptions
Management structure after acquisitionThe representative director and president will be Kayama Takanao (香山喬尚). Following its establishment, the new subsidiary is scheduled to absorb and merge with 日輪機工株式会社 and ニチリン・サービス株式会社, and thereafter to assume the Company's manufacturing-related divisions in stages through absorption-type company splits. Directors and employees are予定 to hold concurrent positions, be seconded or transfer to the new company. The management, technology development, and sales and procurement divisions, among others, will remain with 株式会社ニチリン.
This transaction
ItemDetails
Transaction nameEstablishment of subsidiary
Name of the Subject Company株式会社ニチリンジャパン
Business Description of the Subject CompanyManufacture and sale of automotive hoses and related products
Location of the Subject CompanyHimeji, Hyogo Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject CompanyJanuary 2027 (予定)
Number of shares acquiredAll shares issued at incorporation (number of shares and voting rights not disclosed)
Voting rights ownership percentageAfter 100% (予定) (before not disclosed)
Funding arrangements100% funded by the Company (funding method, including cash on hand and borrowings, is Not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor. Over the medium to long term, the transaction is expected to contribute to maintaining and strengthening the domestic production base through improved production efficiency.
Date of board resolution29 September 2026
Execution Date / Effective DateJanuary 2027 (予定 establishment of the subsidiary); around April 2027 (予定 absorption-type merger with the new company as the surviving company)
Management structure after acquisitionThe representative director and president will be Kayama Takanao (香山喬尚). Following its establishment, the new subsidiary is scheduled to absorb and merge with 日輪機工株式会社 and ニチリン・サービス株式会社, and thereafter to assume the Company's manufacturing-related divisions in stages through absorption-type company splits. Directors and employees are予定 to hold concurrent positions, be seconded or transfer to the new company. The management, technology development, and sales and procurement divisions, among others, will remain with 株式会社ニチリン.
Items this document does not state (19)
Counterparty nameNet 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 purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Contract 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.

The purpose is to maintain and strengthen the domestic production base by consolidating manufacturing functions and unifying the chain of command, while leveraging the Company's production technology and management capabilities together with the subsidiaries' manufacturing expertise and competitiveness. The Company also states that it will support its global operations by introducing automation technology, advanced production management and new production methods, and by training production staff at its overseas subsidiaries.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Establishment of a Subsidiary | NICHIRIN CO.,LTD. (5184) timely disclosure | Komori