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M&A and Subsidiary Changes5262Nippon Hume CorporationConstruction and Materials

Notice Regarding the Acquisition of Shares in Chubu Kiso Co., Ltd. (Making It a Subsidiary)

Nippon Hume Corporation has decided to acquire 20,000 shares of 株式会社中部基礎, making it a wholly owned subsidiary with a 100% voting rights ownership ratio.

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This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyKoda Takahiro (幸田 隆弘)
Disclosing companyNippon Hume Corporation
株式会社中部基礎Voting rights ownership percentageNumber of shares acquired 20,000 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.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Pile driving, civil engineering, concrete products sales and construction, and comprehensive leasing

Location Ichinomiya, Aichi PrefectureShare capital ¥10 millionDate of incorporation 26 December 1981
Net Sales¥491 million (fiscal year ended March 2025)
Net income for the current fiscal year¥24 million (fiscal year ended March 2025)
Net assets¥1,410 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceThe transfer price is undisclosed at the request of the counterparty.
Type of ConsiderationCash (transfer price undisclosed)
Impact on Business Performance

The impact of this transaction on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionRequired procedures, approvals and other matters with the relevant authorities
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameKoda Takahiro (幸田 隆弘)
Name of the Subject Company株式会社中部基礎
Business Description of the Subject CompanyPile driving, civil engineering, concrete products sales and construction, and comprehensive leasing
Location of the Subject CompanyIchinomiya, Aichi Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company26 December 1981
Net Sales of the Subject Company¥491 million (fiscal year ended March 2025)
Net Income of the Subject Company¥24 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥1,410 million (fiscal year ended March 2025)
Acquisition priceThe transfer price is undisclosed at the request of the counterparty.
Type of ConsiderationCash (transfer price undisclosed)
Number of shares acquired20,000 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this transaction on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution26 June 2026
Contract Date26 June 2026
Execution Date / Effective Date1 August 2026 (scheduled)
Conditions Precedent to ExecutionRequired procedures, approvals and other matters with the relevant authorities
Items this document does not state (13)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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 purpose is to secure and strengthen nationwide construction capabilities and enhance the competitiveness of the foundation business. The company plans to leverage 株式会社中部基礎’s construction track record and technical capabilities to integrate design, manufacturing and construction, expand into adjacent businesses, and strengthen its construction network, ICT construction management systems and new construction methods.

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Notice Regarding the Acquisition of Shares in Chubu Kiso Co., Ltd. (Making It a Subsidiary) | Nippon Hume Corporation (5262) timely disclosure | Komori