Absorption-type merger of a wholly owned subsidiary (NCマネジメントサービス株式会社) and recognition of an extraordinary loss (loss on retirement of shares in a merger)
NIPPON CONCRETE INDUSTRIES CO.,LTD. (surviving company in the absorption-type merger) and NCマネジメントサービス株式会社 (wholly owned subsidiary and absorbed company)
Land and buildings used by certain manufacturing subsidiaries of the group and managed and leased by NCMS
To consolidate operations and take other measures to improve the efficiency of group management.
Amount not yet determined (no figure or unit stated). Expected to be recognized as an extraordinary loss (loss on retirement of shares in a merger) in the company’s non-consolidated financial statements. The loss will be eliminated in the consolidated financial statements and will have no impact on consolidated profit or loss.
Related procedures
Shareholder approval procedure relating to the absorption-type merger (conditional procedure under the proviso to Article 796, Paragraph 2 and Article 795, Paragraph 2, Item 1 of the Companies Act)
Subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026, the merger is scheduled to take effect on 1 October 2026. Following the merger, there will be no changes to the company’s name, business activities, head office location, representative, stated capital or fiscal year-end. The loss on retirement of shares in a merger is expected to be recognized as an extraordinary loss in the company’s non-consolidated financial statements, but the amount has not yet been determined.
| Item | Details |
|---|---|
| Event name | Absorption-type merger of a wholly owned subsidiary (NCマネジメントサービス株式会社) and recognition of an extraordinary loss (loss on retirement of shares in a merger) |
| Date of occurrence | 1 October 2026 (scheduled; scheduled merger date and effective date) |
| Date recognized / date notice received | 22 May 2026 (date of board resolution and execution of the merger agreement) |
| Subject Entity | NIPPON CONCRETE INDUSTRIES CO.,LTD. (surviving company in the absorption-type merger) and NCマネジメントサービス株式会社 (wholly owned subsidiary and absorbed company) |
| Target Locations / Products | Land and buildings used by certain manufacturing subsidiaries of the group and managed and leased by NCMS |
| Cause | To consolidate operations and take other measures to improve the efficiency of group management. |
| Amount of Impact on Business Performance | Amount not yet determined (no figure or unit stated). Expected to be recognized as an extraordinary loss (loss on retirement of shares in a merger) in the company’s non-consolidated financial statements. The loss will be eliminated in the consolidated financial statements and will have no impact on consolidated profit or loss. |
| Type of litigation or proceeding | Shareholder approval procedure relating to the absorption-type merger (conditional procedure under the proviso to Article 796, Paragraph 2 and Article 795, Paragraph 2, Item 1 of the Companies Act) |
| Outlook | Subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026, the merger is scheduled to take effect on 1 October 2026. Following the merger, there will be no changes to the company’s name, business activities, head office location, representative, stated capital or fiscal year-end. The loss on retirement of shares in a merger is expected to be recognized as an extraordinary loss in the company’s non-consolidated financial statements, but the amount has not yet been determined. |
Items this document does not state (16)
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 improve the efficiency of group management and consolidate operations.