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How definitive the wording is.This transaction
Absorption-type merger of a wholly owned subsidiary (simplified merger and abbreviated merger)Counterparty (target company)竹原興産株式会社
Disclosing companyMitsui Kinzoku Company,Limited
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Contracted ancillary services for the Takehara Smelter, management of employee welfare facilities, non-life insurance agency services, and real estate leasing and management, among other activities
Location Takehara, Hiroshima PrefectureShare capital ¥10 million (as of 30 September 2025)Date of incorporation 26 May 1978
Net Sales¥356 million (fiscal year ended March 2025)
Operating profit¥11 million (fiscal year ended March 2025)
Net income for the current fiscal year¥8 million (fiscal year ended March 2025; net income attributable to owners of the parent)
Net assets¥72 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be paid)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be paid)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued because this is a merger with a wholly owned subsidiary). Surviving company: Mitsui Kinzoku Company,Limited; absorbed company: 竹原興産株式会社
Impact on Business Performance
The impact on the company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval is not required (as this qualifies as a simplified merger and short-form merger, no shareholders' meeting will be held to approve the merger agreement).
Management structure after acquisitionThere will be no changes to our corporate name, location, representative, business activities, capital or fiscal year-end as a result of the merger. The two companies will be integrated and operated as a single entity.
| Item | Details |
|---|---|
| Transaction name | Absorption-type merger of a wholly owned subsidiary (simplified merger and abbreviated merger) |
| Counterparty name | 竹原興産株式会社 |
| Name of the Subject Company | 竹原興産株式会社 |
| Business Description of the Subject Company | Contracted ancillary services for the Takehara Smelter, management of employee welfare facilities, non-life insurance agency services, and real estate leasing and management, among other activities |
| Location of the Subject Company | Takehara, Hiroshima Prefecture |
| Capital Stock of the Subject Company | ¥10 million (as of 30 September 2025) |
| Date of Establishment of the Subject Company | 26 May 1978 |
| Net Sales of the Subject Company | ¥356 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥11 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥8 million (fiscal year ended March 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥72 million (fiscal year ended March 2025) |
| Acquisition price | Not applicable (no new shares will be issued and no cash or other consideration will be paid) |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be paid) |
| Merger ratio/share exchange ratio | Not applicable (no new shares will be issued because this is a merger with a wholly owned subsidiary). Surviving company: Mitsui Kinzoku Company,Limited; absorbed company: 竹原興産株式会社 |
| Number of shares acquired | Not applicable (this is an absorption-type merger, not an acquisition of shares) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) → after Not applicable (竹原興産株式会社 is scheduled to be dissolved on 1 July 2026) |
| Impact on Business Performance | The impact on the company's consolidated results will be immaterial. |
| Contract Date | 6 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Conditions Precedent to Execution | Shareholder approval is not required (as this qualifies as a simplified merger and short-form merger, no shareholders' meeting will be held to approve the merger agreement). |
| Management structure after acquisition | There will be no changes to our corporate name, location, representative, business activities, capital or fiscal year-end as a result of the merger. The two companies will be integrated and operated as a single entity. |
Items this document does not state (11)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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 enable flexible personnel deployment through employee education and development, ensure consistency in safety and health management, and improve uniformity and efficiency, thereby achieving integrated operations aligned with human capital management.
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