Worth reading
56In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
147270
¥ million (sales of the businesses subject to the company split for the fiscal year ending March 2026)Wording
Conditional
How definitive the wording is.This transaction
This integration (this absorption-type company split and the 株式会社ＭＯＬＤＩＮＯ absorption-type company split)CounterpartyMitsubishi Materials Corporation, 株式会社ＭＯＬＤＩＮＯ
Disclosing companyMitsubishi Materials Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Sales of cemented carbide and high-speed steel tool products, support related to the use of cemented carbide and high-speed steel tool products, and all businesses incidental or related thereto
Location Omiya Ward, Saitama City, Saitama PrefectureShare capital ¥1 million (scheduled to be increased to ¥100 million by 1 April 2027)Date of incorporation October 2026 (scheduled)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNo consideration (no shares or other monetary consideration will be delivered to our company)
Impact on Business Performance
The impact on the Company's consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified absorption-type company split conducted pursuant to Article 784, paragraph 2 of the Companies Act, Mitsubishi Materials Corporation and 株式会社ＭＯＬＤＩＮＯ will not hold shareholders' meetings to approve the absorption-type company split agreement.
Management structure after acquisitionThe new company is scheduled to change its corporate name to 三菱マテリアルツールズ株式会社 on 1 April 2027. The representative of the new company has not been determined. This absorption-type company split will have no impact on our corporate name, head office location, representative, business activities, capital or fiscal year-end. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This integration (this absorption-type company split and the 株式会社ＭＯＬＤＩＮＯ absorption-type company split) |
| Counterparty name | Mitsubishi Materials Corporation, 株式会社ＭＯＬＤＩＮＯ |
| Name of the Subject Company | 株式会社ツールズ準備会社 (scheduled to change its corporate name to 三菱マテリアルツールズ株式会社 on 1 April 2027) |
| Business Description of the Subject Company | Sales of cemented carbide and high-speed steel tool products, support related to the use of cemented carbide and high-speed steel tool products, and all businesses incidental or related thereto |
| Location of the Subject Company | Omiya Ward, Saitama City, Saitama Prefecture |
| Capital Stock of the Subject Company | ¥1 million (scheduled to be increased to ¥100 million by 1 April 2027) |
| Date of Establishment of the Subject Company | October 2026 (scheduled) |
| Acquisition price | No consideration |
| Type of Consideration | No consideration (no shares or other monetary consideration will be delivered to our company) |
| Voting rights ownership percentage | After 100% (our company) (before not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results will be minor. |
| Date of board resolution | 7 October 2026 |
| Contract Date | Late October 2026 (scheduled) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | As this is a simplified absorption-type company split conducted pursuant to Article 784, paragraph 2 of the Companies Act, Mitsubishi Materials Corporation and 株式会社ＭＯＬＤＩＮＯ will not hold shareholders' meetings to approve the absorption-type company split agreement. |
| Management structure after acquisition | The new company is scheduled to change its corporate name to 三菱マテリアルツールズ株式会社 on 1 April 2027. The representative of the new company has not been determined. This absorption-type company split will have no impact on our corporate name, head office location, representative, business activities, capital or fiscal year-end. Employee treatment: Not disclosed. |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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 establish a framework for rapid decision-making in response to changes in the domestic market environment, and to strengthen sales competitiveness and the ability to make proposals to customers. The companies aim to strengthen their competitiveness and profitability in the domestic market by improving the efficiency of sales offices and back-office functions, expanding customer contact points, and leveraging both companies' product portfolios and sales expertise.
How to read this page
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