Komori
M&A and Subsidiary Changes5612NIPPON CHUTETSUKAN K.K.Iron & Steel, Nonferrous Metals

(Update on Previously Disclosed Matter) Notice Concerning the Corporate Demerger of the Ductile Iron Pipe (Straight Pipe) Manufacturing Business and the Establishment of a Manufacturing Joint Venture with KUBOTA CORPORATION

The company formation, execution of agreements and future schedule have been finalized for the joint venture under which 日本鋳鉄管 will transfer its ductile iron pipe (straight pipe) manufacturing business to a newly established company through a company split and transfer 19.9% of the shares in the new company to KUBOTA CORPORATION.

Worth reading
50Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
19.9
% (percentage of shares to be transferred to KUBOTA CORPORATION)
Wording
Conditional
How definitive the wording is.

This transaction

This absorption-type company split and this investment
CounterpartyKUBOTA CORPORATION
Disclosing companyNIPPON CHUTETSUKAN K.K.
日鋳テック株式会社Voting rights ownership percentageNumber of shares acquired 19.9% of the issued shares of the new company (number of shares 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

Manufacture and sale of ductile iron pipes (straight pipes)

Location Kuki, Saitama PrefectureShare capital ¥300 million (planned; ¥30 million before the capital increase)Date of incorporation 10 June 2026
Net assets¥30 million (at establishment)
Impact on Business Performance

The impact of this joint venture on the Company's financial results has already been incorporated into the full-year consolidated earnings forecast for the fiscal year ending March 2027

Procedures and assumptions
Conditions Precedent to ExecutionApproval and adoption of the related proposals at the Company's extraordinary general meeting of shareholders scheduled for 17 December 2026, among other conditions
Management structure after acquisitionFollowing this investment, the Company is expected to nominate 4 directors and KUBOTA CORPORATION 1 director for the new company. The Company and KUBOTA CORPORATION are each expected to nominate 1 corporate auditor. Tano Manabu (田野 学) is the candidate for representative director, and the formal appointment is scheduled to be decided at a meeting of the board of directors following the new company's general meeting of shareholders scheduled for 4 January 2027. The trade name and treatment of employees have not been disclosed
This transaction
ItemDetails
Transaction nameThis absorption-type company split and this investment
Counterparty nameKUBOTA CORPORATION
Name of the Subject Company日鋳テック株式会社
Business Description of the Subject CompanyManufacture and sale of ductile iron pipes (straight pipes)
Location of the Subject CompanyKuki, Saitama Prefecture
Capital Stock of the Subject Company¥300 million (planned; ¥30 million before the capital increase)
Date of Establishment of the Subject Company10 June 2026
Net Assets of the Subject Company¥30 million (at establishment)
Number of shares acquired19.9% of the issued shares of the new company (number of shares not disclosed)
Voting rights ownership percentageBefore Company: 100%; KUBOTA CORPORATION: 0% → after Company: 80.1%; KUBOTA CORPORATION: 19.9%
Impact on Business PerformanceThe impact of this joint venture on the Company's financial results has already been incorporated into the full-year consolidated earnings forecast for the fiscal year ending March 2027
Date of board resolution5 October 2026
Contract Date5 October 2026
Execution Date / Effective Date4 January 2027 (planned; the completion date of this investment and the commencement date of the joint venture are also scheduled for the same date)
Conditions Precedent to ExecutionApproval and adoption of the related proposals at the Company's extraordinary general meeting of shareholders scheduled for 17 December 2026, among other conditions
Management structure after acquisitionFollowing this investment, the Company is expected to nominate 4 directors and KUBOTA CORPORATION 1 director for the new company. The Company and KUBOTA CORPORATION are each expected to nominate 1 corporate auditor. Tano Manabu (田野 学) is the candidate for representative director, and the formal appointment is scheduled to be decided at a meeting of the board of directors following the new company's general meeting of shareholders scheduled for 4 January 2027. The trade name and treatment of employees have not been disclosed
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyAcquisition priceExpenses 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 improve plant productivity and profitability by consolidating the facilities of the Company and KUBOTA CORPORATION, while working to ensure a stable supply of ductile iron pipes (straight pipes) and reduce CO₂ emissions.

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(Update on Previously Disclosed Matter) Notice Concerning the Corporate Demerger of the Ductile Iron Pipe (Straight Pipe) Manufacturing Business and the Establishment of a Manufacturing Joint Venture with KUBOTA CORPORATION | NIPPON CHUTETSUKAN K.K. (5612) timely disclosure | Komori