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M&A and Subsidiary Changes5955WISE HOLDINGS CO.,LTD.Construction and Materials

Notice Regarding Group Reorganization Through the Transfer of Shares in a Consolidated Subsidiary and Recognition of Extraordinary Gain in the Company's Non-consolidated Results

The Company has decided to transfer all shares of its Thai consolidated subsidiary, YBFC, to Yamashina Co., Ltd., which is also a consolidated subsidiary. As this is an intra-group transfer, the scope of consolidation will remain unchanged, and the Company expects to recognize an extraordinary gain of approximately ¥235 million on a non-consolidated basis.

Worth reading
35Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
235
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyName of counterparty
Disclosing companyWISE HOLDINGS CO.,LTD.
Yamashina Bangkok Fastening Company LimitedSubject of this transactionNumber of shares acquired All shares (number of shares and voting rights: Not disclosed)Voting rights ownership percentage Before 84% (after not disclosed)
Date of board resolution31 July 2026
Contract Date31 July 2026
Execution Date / Effective Date31 July 2026
Target company

Manufacture and sale of metal products (screws)

Location ThailandShare capital 23,000 thousand THBDate of incorporation 5 June 2002
Consideration and expenses
Amount of extraordinary income (loss)Gain on sale of shares in an affiliated company: approximately ¥235 million; expected to be recognized as extraordinary income in the non-consolidated financial results for the fiscal year ending March 2027
Impact on Business Performance

The Company expects to recognize a gain on sale of shares in an affiliated company of approximately ¥235 million as extraordinary income in its non-consolidated financial results. There will be no impact on consolidated financial results.

Procedures and assumptions
Management structure after acquisitionThe management resources and decision-making functions for the screw business will be consolidated under Yamashina Co., Ltd., and the domestic and overseas businesses will be operated as an integrated operation. The trade name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameName of counterparty
Name of the Subject CompanyYamashina Bangkok Fastening Company Limited
Business Description of the Subject CompanyManufacture and sale of metal products (screws)
Location of the Subject CompanyThailand
Capital Stock of the Subject Company23,000 thousand THB
Date of Establishment of the Subject Company5 June 2002
Number of shares acquiredAll shares (number of shares and voting rights: Not disclosed)
Voting rights ownership percentageBefore 84% (after not disclosed)
Amount of extraordinary income (loss)Gain on sale of shares in an affiliated company: approximately ¥235 million; expected to be recognized as extraordinary income in the non-consolidated financial results for the fiscal year ending March 2027
Impact on Business PerformanceThe Company expects to recognize a gain on sale of shares in an affiliated company of approximately ¥235 million as extraordinary income in its non-consolidated financial results. There will be no impact on consolidated financial results.
Date of board resolution31 July 2026
Contract Date31 July 2026
Execution Date / Effective Date31 July 2026
Management structure after acquisitionThe management resources and decision-making functions for the screw business will be consolidated under Yamashina Co., Ltd., and the domestic and overseas businesses will be operated as an integrated operation. The trade name, representative and treatment of employees: Not disclosed
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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 transfer is intended to consolidate the management resources and decision-making functions for the screw business under Yamashina Co., Ltd., and to operate the domestic and overseas businesses as an integrated operation, thereby strengthening business competitiveness and improving management efficiency.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Group Reorganization Through the Transfer of Shares in a Consolidated Subsidiary and Recognition of Extraordinary Gain in the Company's Non-consolidated Results | WISE HOLDINGS CO.,LTD. (5955) timely disclosure | Komori