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Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)ジオファクト株式会社
Disclosing companyGEOSTR Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of concrete products, reinforcing steel construction, processing and sale of steel products, and civil engineering and construction work
Location Higashimatsuyama, Saitama PrefectureShare capital ¥30 millionDate of incorporation 3 August 1992
Net Sales¥2,341 million (fiscal year ended March 2026)
Operating profit-¥101 million (fiscal year ended March 2026)
Net income for the current fiscal year-¥101 million (fiscal year ended March 2026)
Net assets¥293 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated)
Type of ConsiderationNo consideration (no shares, cash or other consideration will be allocated)
Merger ratio/share exchange ratioNot applicable (no shares, cash or other consideration will be allocated)
Impact on Business Performance
The impact on consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholders' meeting will be held to approve the merger agreement (simplified and short-form merger).
Management structure after acquisitionThere will be no changes to the corporate name, location, title or name of the representative, business activities, capital or fiscal year-end of GEOST Corporation. ジオファクト株式会社 will be dissolved simultaneously with the merger.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ジオファクト株式会社 |
| Name of the Subject Company | ジオファクト株式会社 |
| Business Description of the Subject Company | Manufacture and sale of concrete products, reinforcing steel construction, processing and sale of steel products, and civil engineering and construction work |
| Location of the Subject Company | Higashimatsuyama, Saitama Prefecture |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 3 August 1992 |
| Net Sales of the Subject Company | ¥2,341 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | -¥101 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | -¥101 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥293 million (fiscal year ended March 2026) |
| Acquisition price | Not applicable (no shares, cash or other consideration will be allocated) |
| Type of Consideration | No consideration (no shares, cash or other consideration will be allocated) |
| Merger ratio/share exchange ratio | Not applicable (no shares, cash or other consideration will be allocated) |
| Number of shares acquired | Not applicable (this is an absorption-type merger, not an acquisition of shares) |
| Voting rights ownership percentage | Before 100% → after Not applicable (ジオファクト株式会社 will be dissolved as a result of the merger) |
| Impact on Business Performance | The impact on consolidated results will be minor. |
| Date of board resolution | 6 November 2026 |
| Contract Date | 25 December 2026 (scheduled) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | No shareholders' meeting will be held to approve the merger agreement (simplified and short-form merger). |
| Management structure after acquisition | There will be no changes to the corporate name, location, title or name of the representative, business activities, capital or fiscal year-end of GEOST Corporation. ジオファクト株式会社 will be dissolved simultaneously with the merger. |
Items this document does not state (10)
Expenses other than the acquisition priceTender 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.The merger is intended to integrate the sales, engineering, manufacturing and administrative functions in preparation for achieving the 2030 Medium-Term Management Plan and completing the reorganization of the Group's manufacturing structure, thereby optimizing personnel allocation across the Group, strengthening recruitment capabilities, transferring manufacturing know-how, maintaining and strengthening technical capabilities, and improving management efficiency.
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