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How definitive the wording is.This transaction
This mergerCounterparty (target company)LIXILシャワートイレテック株式会社
Disclosing companyLIXIL Corporation
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
Development, manufacture and sale of shower toilets, sanitary ware and sanitary equipment, and related ancillary businesses
Location Chita, Aichi PrefectureShare capital ¥9 millionDate of incorporation November 2023
Net Sales¥2,076 million (fiscal year ended March 2026)
Operating profit¥0 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥0 million (fiscal year ended March 2026)
Net assets¥8 million (fiscal year ended March 2026)
Consideration and expenses
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no shares, cash or other consideration will be allocated in connection with this merger)
Impact on Business Performance
The impact on our consolidated and non-consolidated financial results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and short-form merger, both companies will carry out the Merger without holding a shareholders meeting to approve the merger agreement.
Management structure after acquisitionThere will be no changes to our corporate name, location, titles or names of representatives, business activities, stated capital or fiscal year-end as a result of the Merger.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | LIXILシャワートイレテック株式会社 |
| Name of the Subject Company | LIXILシャワートイレテック株式会社 |
| Business Description of the Subject Company | Development, manufacture and sale of shower toilets, sanitary ware and sanitary equipment, and related ancillary businesses |
| Location of the Subject Company | Chita, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥9 million |
| Date of Establishment of the Subject Company | November 2023 |
| Net Sales of the Subject Company | ¥2,076 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥0 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥0 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥8 million (fiscal year ended March 2026) |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allotted in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (no shares, cash or other consideration will be allocated in connection with this merger) |
| Number of shares acquired | Not applicable (this is not an acquisition of shares) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | The impact on our consolidated and non-consolidated financial results will be immaterial. |
| Date of board resolution | 5 August 2026 (merger approval date; not expressly stated to be a Board of Directors resolution) |
| Contract Date | 5 August 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | As this is a simplified merger and short-form merger, both companies will carry out the Merger without holding a shareholders meeting to approve the merger agreement. |
| Management structure after acquisition | There will be no changes to our corporate name, location, titles or names of representatives, business activities, stated capital or fiscal year-end as a result of the Merger. |
Items this document does not state (11)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.As the transfer of the shower toilet business has been completed, the merger is intended to improve organizational efficiency within the Group and maximize synergies through integrated operations.
How to read this page
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