Worth reading
47Recurring
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
37000
¥ millionWording
Conditional
How definitive the wording is.This transaction
This transactionCounterpartyTokuyama Corporation
Disclosing companyTAIHEIYO CEMENT CORPORATION
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
Sales of cement and solidification materials
Location Shunan, Yamaguchi PrefectureShare capital ¥1 million (planned)Date of incorporation 1 July 2026 (scheduled)
Consideration and expenses
Acquisition price¥37,000 million at the time of execution of the share transfer (the actual acquisition price will be the amount adjusted from the price at the time of execution of the share transfer as stipulated in the share transfer agreement)
Impact on Business Performance
The impact of this transaction on consolidated results for the current fiscal year (fiscal year ending March 2026) is expected to be immaterial. The company will promptly disclose any matters requiring disclosure that arise in the future.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of all required clearances, approvals and licenses under domestic competition laws and other applicable laws and regulations
Management structure after acquisitionThe name and representative of the target company have not been determined. After Tokuyama Corporation ceases cement production, Taiheiyo Cement Corporation is scheduled to process the industrial waste generated by Tokuyama Corporation. Tokuyama Corporation plans to begin considering this with a view to fiscal 2028. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This transaction |
| Counterparty name | Tokuyama Corporation |
| Name of the Subject Company | Undecided |
| Business Description of the Subject Company | Sales of cement and solidification materials |
| Location of the Subject Company | Shunan, Yamaguchi Prefecture |
| Capital Stock of the Subject Company | ¥1 million (planned) |
| Date of Establishment of the Subject Company | 1 July 2026 (scheduled) |
| Acquisition price | ¥37,000 million at the time of execution of the share transfer (the actual acquisition price will be the amount adjusted from the price at the time of execution of the share transfer as stipulated in the share transfer agreement) |
| Number of shares acquired | All issued shares (the number of issued shares has not been determined; the number of voting rights is not disclosed) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Impact on Business Performance | The impact of this transaction on consolidated results for the current fiscal year (fiscal year ending March 2026) is expected to be immaterial. The company will promptly disclose any matters requiring disclosure that arise in the future. |
| Date of board resolution | 25 March 2026 |
| Contract Date | 25 March 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Completion of all required clearances, approvals and licenses under domestic competition laws and other applicable laws and regulations |
| Management structure after acquisition | The name and representative of the target company have not been determined. After Tokuyama Corporation ceases cement production, Taiheiyo Cement Corporation is scheduled to process the industrial waste generated by Tokuyama Corporation. Tokuyama Corporation plans to begin considering this with a view to fiscal 2028. Employee treatment: not disclosed. |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 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 acquire the customer base of Tokuyama Corporation’s cement sales business, expand business opportunities in the domestic cement business, and strengthen and stabilize earnings capacity.
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.