Worth reading
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Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)新キタミ株式会社
Disclosing companyCK SAN-ETSU Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Surface treatment and processing of non-ferrous metals and other materials
Location Minami-ku, Kyoto City, Kyoto PrefectureShare capital ¥45 millionDate of incorporation 20 July 1989
Consideration and expenses
Acquisition priceNo consideration will be paid
Type of ConsiderationNo consideration (no share allotment or other consideration will be paid)
Impact on Business Performance
The impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Management structure after acquisitionThe merger will be conducted as an absorption-type merger, with 三谷伸銅 as the surviving company, and 新キタミ will be dissolved. The merger will not result in any changes to the surviving company's name, location, title or name of its representative, business activities, capital or fiscal year-end. All of 新キタミ's employees are secondees from 三谷伸銅.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 新キタミ株式会社 |
| Name of the Subject Company | 新キタミ株式会社 |
| Business Description of the Subject Company | Surface treatment and processing of non-ferrous metals and other materials |
| Location of the Subject Company | Minami-ku, Kyoto City, Kyoto Prefecture |
| Capital Stock of the Subject Company | ¥45 million |
| Date of Establishment of the Subject Company | 20 July 1989 |
| Acquisition price | No consideration will be paid |
| Type of Consideration | No consideration (no share allotment or other consideration will be paid) |
| Impact on Business Performance | The impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 21 April 2026 |
| Contract Date | 21 April 2026 |
| Execution Date / Effective Date | 1 August 2026 (scheduled) |
| Management structure after acquisition | The merger will be conducted as an absorption-type merger, with 三谷伸銅 as the surviving company, and 新キタミ will be dissolved. The merger will not result in any changes to the surviving company's name, location, title or name of its representative, business activities, capital or fiscal year-end. All of 新キタミ's employees are secondees from 三谷伸銅. |
Items this document does not state (18)
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 acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 two companies are located at the same address, and all of 新キタミ's employees are secondees from 三谷伸銅. The merger will consolidate management resources, optimize the production structure, improve operational efficiency and strengthen the Group's management base.
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