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How definitive the wording is.This transaction
Incorporation-type company splitCounterparty株式会社淡陶社 (demerging company)
Disclosing companyDANTO HOLDINGS 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
Manufacture and sale of ceramic products and other items
Location Minamiawaji City, Hyogo PrefectureShare capital ¥10 millionDate of incorporation 1 January 2027 (scheduled)
Consideration and expenses
Type of ConsiderationShares (the newly established company will allot and deliver 100 common shares to the demerging company, which will deliver all shares to our company as a dividend of surplus)
Impact on Business Performance
The impact on the company’s consolidated results is immaterial
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the general meeting of shareholders of the company split plan (株式会社淡陶社) (scheduled for 13 November 2026 (Friday))
Management structure after acquisitionThe demerging company plans to change its trade name to ダントー株式会社 and its registered head office address to 3-3-10 Umeda, Kita-ku, Osaka. The successor company will be 株式会社淡陶社. The representative director and chairman will be Kato Tomohiko (加藤友彦), and the representative director and president will be Nakatoku Ou (中徳応). Our ownership interest will be 100%. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Incorporation-type company split |
| Counterparty name | 株式会社淡陶社 (demerging company) |
| Name of the Subject Company | 株式会社淡陶社 (successor company) |
| Business Description of the Subject Company | Manufacture and sale of ceramic products and other items |
| Location of the Subject Company | Minamiawaji City, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 January 2027 (scheduled) |
| Type of Consideration | Shares (the newly established company will allot and deliver 100 common shares to the demerging company, which will deliver all shares to our company as a dividend of surplus) |
| Number of shares acquired | 100 common shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 100% → after 100% |
| Impact on Business Performance | The impact on the company’s consolidated results is immaterial |
| Date of board resolution | 25 September 2026 |
| Execution Date / Effective Date | 1 January 2027 (Friday) (scheduled) |
| Conditions Precedent to Execution | Approval at the general meeting of shareholders of the company split plan (株式会社淡陶社) (scheduled for 13 November 2026 (Friday)) |
| Management structure after acquisition | The demerging company plans to change its trade name to ダントー株式会社 and its registered head office address to 3-3-10 Umeda, Kita-ku, Osaka. The successor company will be 株式会社淡陶社. The representative director and chairman will be Kato Tomohiko (加藤友彦), and the representative director and president will be Nakatoku Ou (中徳応). Our ownership interest will be 100%. Employee treatment: Not disclosed |
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Contract DateValuation 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 aim is to achieve sustainable growth in the tile business and improve its earnings structure by clarifying the roles and responsibilities of sales and manufacturing and enhancing the expertise of each.
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