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M&A and Subsidiary Changes5966KYOTO TOOL CO.,LTD.Construction and Materials

Notice Regarding the Execution of a Merger Agreement with a Wholly Owned Subsidiary

The Company has entered into an agreement to absorb and merge with its wholly owned subsidiaries, 北陸ケーティシーツール株式会社 and 株式会社HI-TOOL. Subject to approval at the shareholders meeting, the merger is scheduled to take effect on 1 October 2026.

Worth reading
39Recurring
Scored from 4 of 5 sections
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Neutral
Direction inferred from the company’s description.
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Wording
Conditional
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This transaction

This merger
Counterparty (target company)北陸ケーティーツール株式会社, 株式会社HI-TOOL
Disclosing companyKYOTO TOOL CO.,LTD.
Subject of 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.
Impact on Business Performance

The impact on the Company's consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionApproval of the relevant proposals at the Company's 76th Annual General Meeting of Shareholders, scheduled to be held on 26 June 2026.
Management structure after acquisitionThe Company will be the surviving company, while 北陸KTC and HI-TOOL will be absorbed companies and cease to exist. Trade name, representative, and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name北陸ケーティーツール株式会社, 株式会社HI-TOOL
Name of the Subject Company北陸ケーティーツール株式会社, 株式会社HI-TOOL
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial.
Date of board resolution20 May 2026
Contract Date20 May 2026
Execution Date / Effective Date1 October 2026 (予定)
Conditions Precedent to ExecutionApproval of the relevant proposals at the Company's 76th Annual General Meeting of Shareholders, scheduled to be held on 26 June 2026.
Management structure after acquisitionThe Company will be the surviving company, while 北陸KTC and HI-TOOL will be absorbed companies and cease to exist. Trade name, representative, and treatment of employees: Not disclosed
Items this document does not state (23)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet 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 periodNumber of shares acquiredVoting rights ownership percentageFunding 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.

This document does not explain the specific purpose of the merger and refers readers to the disclosure dated 11 March 2026. As the merger is with wholly owned subsidiaries, its impact on consolidated results is expected to be minor.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Execution of a Merger Agreement with a Wholly Owned Subsidiary | KYOTO TOOL CO.,LTD. (5966) timely disclosure | Komori