Worth reading
62In 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
244186
SharesWording
Conditional
How definitive the wording is.This transaction
This share exchangeCounterparty (target company)吉野川電線株式会社
Disclosing companyHIRAKAWA HEWTECH CORP.
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.White points represent dates designated as scheduled dates in the document.
Target company
Manufacture of robot cables, power and other cables and wires, and gas equipment
Location Takamatsu, Kagawa PrefectureShare capital ¥404 millionDate of incorporation 31 July 1948
Net Sales¥3,143 million (fiscal year ending March 2026)
Operating profit¥275 million (fiscal year ending March 2026)
Net income for the current fiscal yearNet income attributable to owners of the parent: ¥220 million (fiscal year ending March 2026)
Net assets¥4,945 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares (244,186 HIRAKAWA HEWTECH CORP. common shares are expected to be delivered. Existing treasury shares will be used, and no new shares are expected to be issued.)
Merger ratio/share exchange ratio428.397 HIRAKAWA HEWTECH CORP. common shares for each 吉野川電線 share. HIRAKAWA HEWTECH CORP. will be the wholly owning parent company in the share exchange, and 吉野川電線株式会社 will be the wholly owned subsidiary.
Funding arrangementsThe 244,186 treasury shares owned by HIRAKAWA HEWTECH CORP. are expected to be used as the shares delivered. No new shares are expected to be issued.
Impact on Business Performance
The impact of this share exchange on HIRAKAWA HEWTECH CORP.'s consolidated results is expected to be minor.
Procedures and assumptions
Valuation methodologyThe value of HIRAKAWA HEWTECH CORP. shares was determined with reference to the market price. The value of 吉野川電線 shares was determined using the discounted cash flow method (DCF method) and the comparable listed company method.
Independent valuation institution株式会社青山トラスト会計社
Conditions Precedent to ExecutionApproval at a shareholders meeting of 吉野川電線 (scheduled for 20 November 2026). As this is a simplified share exchange under Article 796, paragraph 2 of the Companies Act, HIRAKAWA HEWTECH CORP. will not require shareholder meeting approval.
Management structure after acquisitionFollowing this share exchange, there will be no changes to HIRAKAWA HEWTECH CORP.'s name, location, representative's title or name, business activities, capital, or fiscal year-end. Treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share exchange |
| Counterparty name | 吉野川電線株式会社 |
| Name of the Subject Company | 吉野川電線株式会社 |
| Business Description of the Subject Company | Manufacture of robot cables, power and other cables and wires, and gas equipment |
| Location of the Subject Company | Takamatsu, Kagawa Prefecture |
| Capital Stock of the Subject Company | ¥404 million |
| Date of Establishment of the Subject Company | 31 July 1948 |
| Net Sales of the Subject Company | ¥3,143 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥275 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | Net income attributable to owners of the parent: ¥220 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥4,945 million (fiscal year ending March 2026) |
| Type of Consideration | Shares (244,186 HIRAKAWA HEWTECH CORP. common shares are expected to be delivered. Existing treasury shares will be used, and no new shares are expected to be issued.) |
| Merger ratio/share exchange ratio | 428.397 HIRAKAWA HEWTECH CORP. common shares for each 吉野川電線 share. HIRAKAWA HEWTECH CORP. will be the wholly owning parent company in the share exchange, and 吉野川電線株式会社 will be the wholly owned subsidiary. |
| Number of shares acquired | All issued shares of 吉野川電線, excluding those owned by HIRAKAWA HEWTECH CORP. The specific number of shares and voting rights to be acquired is Not disclosed. |
| Voting rights ownership percentage | Before 78.69% → after 100% |
| Funding arrangements | The 244,186 treasury shares owned by HIRAKAWA HEWTECH CORP. are expected to be used as the shares delivered. No new shares are expected to be issued. |
| Impact on Business Performance | The impact of this share exchange on HIRAKAWA HEWTECH CORP.'s consolidated results is expected to be minor. |
| Date of board resolution | 4 November 2026 |
| Contract Date | 4 November 2026 |
| Execution Date / Effective Date | 21 December 2026 (予定) |
| Valuation methodology | The value of HIRAKAWA HEWTECH CORP. shares was determined with reference to the market price. The value of 吉野川電線 shares was determined using the discounted cash flow method (DCF method) and the comparable listed company method. |
| Independent valuation institution | 株式会社青山トラスト会計社 |
| Conditions Precedent to Execution | Approval at a shareholders meeting of 吉野川電線 (scheduled for 20 November 2026). As this is a simplified share exchange under Article 796, paragraph 2 of the Companies Act, HIRAKAWA HEWTECH CORP. will not require shareholder meeting approval. |
| Management structure after acquisition | Following this share exchange, there will be no changes to HIRAKAWA HEWTECH CORP.'s name, location, representative's title or name, business activities, capital, or fiscal year-end. Treatment of employees is Not disclosed. |
Items this document does not state (8)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Special 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 companies aim to use their management resources and technological capabilities in an integrated and agile manner, accelerate decision-making, strengthen coordination in technology development and sales activities, and improve the efficiency of group management. They also plan to expand sales and develop and launch new products in the FA and next-generation IoT markets, with the goal of increasing corporate value.
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