MITSUBOSHI CO.,LTD. plans to acquire shares of 天進商事株式会社 through a share delivery and for ¥150 million in cash, making it a consolidated subsidiary in which MITSUBOSHI CO.,LTD. will hold 51% of the issued shares. At the same time, MITSUBOSHI CO.,LTD. will establish the Resource Innovation Division to conduct a nonferrous metals recycling business.
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.
Collection, import and export of metal scrap
This transaction has not been reflected in the earnings forecast for the fiscal year ending March 2027. The earnings forecast will be reviewed and disclosed as appropriate once the details become clear.
| Item | Details |
|---|---|
| Transaction name | This share delivery and acquisition of shares for cash consideration |
| Counterparty name | Tsuji Emiko (辻恵美子), Sun Yang (孫陽), Chen Shaonian (陳紹年) |
| Name of the Subject Company | 天進商事株式会社 |
| Business Description of the Subject Company | Collection, import and export of metal scrap |
| Location of the Subject Company | Taito-ku, Tokyo |
| Capital Stock of the Subject Company | ¥90 million (as of 31 March 2025) |
| Date of Establishment of the Subject Company | 19 March 2001 |
| Net Sales of the Subject Company | ¥14,936 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥94 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥38 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥398 million (fiscal year ending March 2026) |
| Acquisition price | ¥150 million in cash (予定) and 173,300 MITSUBOSHI CO.,LTD. common shares |
| Type of Consideration | Mixed consideration (¥150 million in cash (予定) and 173,300 MITSUBOSHI CO.,LTD. common shares) |
| Merger ratio/share exchange ratio | For each common share of 天進商事株式会社, 377.56 common shares of MITSUBOSHI CO.,LTD. The share delivery ratio as stated is MITSUBOSHI CO.,LTD. 1: 天進商事株式会社 375–528. MITSUBOSHI CO.,LTD. is the share-delivery parent company and 天進商事株式会社 is the share-delivery subsidiary. |
| Number of shares acquired | Equivalent to 51% of 天進商事株式会社's issued shares (51% voting rights ratio). The specific number of shares to be acquired is not stated. |
| Voting rights ownership percentage | After 51% (予定) (before not disclosed) |
| Funding arrangements | A portion of the M&A funds raised through the third-party allotment on 16 December 2025 is予定 to be allocated to the ¥150 million cash consideration. |
| Goodwill amount | Undetermined at present. The amortization period is Not disclosed. |
| Impact on Business Performance | This transaction has not been reflected in the earnings forecast for the fiscal year ending March 2027. The earnings forecast will be reviewed and disclosed as appropriate once the details become clear. |
| Date of board resolution | 10 September 2026 |
| Execution Date / Effective Date | Monday, 26 October 2026 (予定 implementation date and effective date) |
| Valuation methodology | Market price method and adjusted market value net asset method. The per-share price for the cash acquisition is予定 to be determined based on the results of a share valuation including the DCF method. |
| Independent valuation institution | StewartMclaren Co., Ltd. and 株式会社プレジスト |
| Conditions Precedent to Execution | The securities registration statement under the Financial Instruments and Exchange Act becoming effective. The disclosure states that shareholder approval is not required because this is a simplified share delivery. |
| Management structure after acquisition | 天進商事株式会社's trade name, location, representative, business activities and capital will remain unchanged. The policy is to respect its existing management structure and business operations. MITSUBOSHI CO.,LTD. will establish the Resource Innovation Division, which is予定 to be headed by President Hanyu Shinobu (羽生忍). Employee treatment is Not disclosed. |
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 transaction is intended to combine 天進商事株式会社's procurement capabilities for copper scrap, trading network and business expertise with MITSUBOSHI CO.,LTD.'s creditworthiness, funding capabilities, quality and production control, and management systems, thereby strengthening its existing businesses and developing nonferrous metals recycling and resource circulation as new earnings bases. MITSUBOSHI CO.,LTD. also states that combining share delivery with a cash acquisition will enable it to pursue the sharing of long-term interests with 天進商事株式会社's shareholders while taking into consideration the outflow of cash on hand and dilution of existing shareholders.