Decision and Details
Absorption-type merger in which KYOTO TOOL CO.,LTD. will be the surviving company and 北陸ケーティシーツール株式会社 will be the absorbed company
To consolidate management resources and improve efficiency across the company in production, sales and administration. From a supply-chain perspective, the merger will clarify the positioning of 北陸ケーティシーツール株式会社 as a group production site and enhance the effectiveness and efficiency of operations through integrated management and other measures
Following the merger, KYOTO TOOL CO.,LTD.'s assets are expected to continue to substantially exceed its liabilities, and no event that would impair the performance of its obligations is currently anticipated. The impact on financial results attributable to the merger itself is Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which KYOTO TOOL CO.,LTD. will be the surviving company and 北陸ケーティシーツール株式会社 will be the absorbed company |
| Decision Date | 20 May 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 October 2026 (scheduled effective date; subject to change by consultation and agreement) |
| Period Covered | From 1 October 2026 onward |
| Amount | Merger consideration: none; assets of KYOTO TOOL CO.,LTD.: ¥15,578,409 thousand; liabilities: ¥2,988,211 thousand; assets of 北陸ケーティシーツール株式会社: ¥480,911,254; liabilities: ¥525,385,239; total planned dividends: ¥108,735,750 |
| Quantity / scale | KYOTO TOOL CO.,LTD. owns 100% of the issued shares of 北陸ケーティシーツール株式会社; all employees, assets, liabilities and all other rights and obligations of 北陸ケーティシーツール株式会社 will be assumed |
| Impact on Business Performance | Following the merger, KYOTO TOOL CO.,LTD.'s assets are expected to continue to substantially exceed its liabilities, and no event that would impair the performance of its obligations is currently anticipated. The impact on financial results attributable to the merger itself is Not disclosed |
| Reason | To consolidate management resources and improve efficiency across the company in production, sales and administration. From a supply-chain perspective, the merger will clarify the positioning of 北陸ケーティシーツール株式会社 as a group production site and enhance the effectiveness and efficiency of operations through integrated management and other measures |
| Governing Rule | Article 782, paragraph 1 and Article 794, paragraph 1 of the Companies Act; Articles 182 and 191 of the Ordinance for Enforcement of the Companies Act; and Article 2, paragraph 3, item 36 of the Ordinance on Company Accounting |
| Related previous disclosures | Decision on the absorption-type merger policy at the meeting of the Board of Directors held on 11 March 2026; the 15 May 2026 release titled “Formulation of the New Five-Year Plan, Restart KTC vision 2030, and Notice Concerning Initiatives to Achieve Management Conscious of Cost of Capital and Share Price” |
| Future plans | A proposal for approval of the absorption-type merger agreement is scheduled to be submitted to the 76th Annual General Meeting of Shareholders, scheduled for 26 June 2026, and the effective date is scheduled to be 1 October 2026. Approval at the General Meeting of Shareholders must be obtained by the effective date. |
Items this document does not state (1)
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.To consolidate management resources across the KTC Group and improve efficiency in production, sales and administration. The merger will also clarify the role of 北陸ケーティシーツール株式会社 as a group production site and enhance the effectiveness and efficiency of operations through integrated management and other measures.