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54Recurring
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How definitive the wording is.This transaction
This organizational restructuring (an absorption-type merger between subsidiaries and an absorption-type company split of the Company)Counterparty株式会社ニチリンジャパン, 日輪機工株式会社, ニチリン・サービス株式会社
Disclosing companyNICHIRIN CO.,LTD.
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.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 million (at establishment, planned)Date of incorporation January 2027 (予定)
Net SalesAssembly Department 3: ¥1,998 million (fiscal year ended December 2025); other manufacturing-related departments: ¥10,498 million (fiscal year ended December 2025)
Net assets¥100 million (planned)
Consideration and expenses
Acquisition priceNo consideration (no shares or other monetary consideration will be allotted or delivered in either the merger or the absorption-type company split)
Type of ConsiderationNo consideration (no cash, shares or other monetary consideration will be allotted or delivered)
Merger ratio/share exchange ratioNo merger ratio or share exchange ratio is stated because the transaction is for no consideration. The new company will be the surviving company.
Funding arrangementsNo funding arrangements are stated because no acquisition consideration is payable.
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
Conditions Precedent to Execution日輪機工株式会社 and ニチリン・サービス株式会社 are scheduled to obtain approval of the merger agreement at their respective shareholders' meetings. The new company and the Company are scheduled to carry out the transactions without shareholder resolutions pursuant to a simplified absorption-type merger, a short-form absorption-type company split and other applicable procedures.
Management structure after acquisitionThe name, location, representative, business activities, capital and fiscal year-end of the surviving company, 株式会社ニチリンジャパン, will remain unchanged as a result of the merger. In the absorption-type company split, the new company will succeed to the manufacturing-related departments of the Company's Himeji Plant and to the employment contracts and other rights and obligations specified in the absorption-type company split agreement.
| Item | Details |
|---|---|
| Transaction name | This organizational restructuring (an absorption-type merger between subsidiaries and an absorption-type company split of the Company) |
| Counterparty name | 株式会社ニチリンジャパン, 日輪機工株式会社, ニチリン・サービス株式会社 |
| Name of the Subject Company | 株式会社ニチリンジャパン (the company that will absorb 日輪機工株式会社 and ニチリン・サービス株式会社 and succeed to the manufacturing-related departments of the Company's Himeji Plant) |
| Business Description of the Subject Company | Manufacture and sale of automotive hoses and related products |
| Location of the Subject Company | Himeji, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥100 million (at establishment, planned) |
| Date of Establishment of the Subject Company | January 2027 (予定) |
| Net Sales of the Subject Company | Assembly Department 3: ¥1,998 million (fiscal year ended December 2025); other manufacturing-related departments: ¥10,498 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥100 million (planned) |
| Acquisition price | No consideration (no shares or other monetary consideration will be allotted or delivered in either the merger or the absorption-type company split) |
| Type of Consideration | No consideration (no cash, shares or other monetary consideration will be allotted or delivered) |
| Merger ratio/share exchange ratio | No merger ratio or share exchange ratio is stated because the transaction is for no consideration. The new company will be the surviving company. |
| Voting rights ownership percentage | Before 100% (日輪機工株式会社 and ニチリン・サービス株式会社) → after 100.00% (株式会社ニチリンジャパン, at establishment, planned) |
| Funding arrangements | No funding arrangements are stated because no acquisition consideration is payable. |
| 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. |
| Date of board resolution | 29 September 2026 |
| Contract Date | January 2027 (予定) |
| Execution Date / Effective Date | April 2027 (scheduled) |
| Conditions Precedent to Execution | 日輪機工株式会社 and ニチリン・サービス株式会社 are scheduled to obtain approval of the merger agreement at their respective shareholders' meetings. The new company and the Company are scheduled to carry out the transactions without shareholder resolutions pursuant to a simplified absorption-type merger, a short-form absorption-type company split and other applicable procedures. |
| Management structure after acquisition | The name, location, representative, business activities, capital and fiscal year-end of the surviving company, 株式会社ニチリンジャパン, will remain unchanged as a result of the merger. In the absorption-type company split, the new company will succeed to the manufacturing-related departments of the Company's Himeji Plant and to the employment contracts and other rights and obligations specified in the absorption-type company split agreement. |
Items this document does not state (12)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill 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 consolidate the manufacturing functions at the Himeji Plant, unify the chain of command, and maintain and strengthen the domestic production base, improve efficiency, and enhance competitiveness.
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