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How definitive the wording is.Decision and Details
KYOTO TOOL CO.,LTD. and HI-TOOLAn absorption-type merger in which KYOTO TOOL CO.,LTD. will be the surviving company and HI-TOOL will be the disappearing company.
Decision20 May 2026 (the date the absorption-type merger agreement was executed). KYOTO TOOL CO.,LTD. decided on the policy at a Board of Directors meeting held on 11 March 2026.
Period CoveredFrom 1 October 2026 onward
Implementation1 October 2026 (scheduled; effective date)
Going forwardA proposal to approve the absorption-type merger agreement is scheduled to be submitted to the 76th Annual General Meeting of Shareholders to be held on 26 June 2026, and approval at the general meeting of shareholders is expected to be obtained by the day before the effective date. The merger is scheduled to take effect on 1 October 2026.
AmountMerger consideration: none; KYOTO TOOL CO.,LTD.’s capital and reserves: unchanged; KYOTO TOOL CO.,LTD.’s assets: ¥15,578,409 thousand; liabilities: ¥2,988,211 thousand; HI-TOOL’s assets: ¥224,837,337; liabilities: ¥6,774,095
Quantity / scaleHI-TOOL has 800 issued shares, and KYOTO TOOL CO.,LTD. holds a 100% ownership interest; all HI-TOOL employees will be transferred to the surviving company.
Reason
To consolidate management resources and improve efficiency throughout the Company in production, sales, development and administration. The merger is also intended to review the supply chain and improve productivity.
Impact on Business Performance
No specific amount of the impact on financial results is stated. Following the merger, assets are expected to continue to substantially exceed liabilities, and no event that would impede the performance of obligations is currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type merger in which KYOTO TOOL CO.,LTD. will be the surviving company and HI-TOOL will be the disappearing company. |
| Decision-Making Body | KYOTO TOOL CO.,LTD. and HI-TOOL |
| Decision Date | 20 May 2026 (the date the absorption-type merger agreement was executed). KYOTO TOOL CO.,LTD. decided on the policy at a Board of Directors meeting held on 11 March 2026. |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Period Covered | From 1 October 2026 onward |
| Amount | Merger consideration: none; KYOTO TOOL CO.,LTD.’s capital and reserves: unchanged; KYOTO TOOL CO.,LTD.’s assets: ¥15,578,409 thousand; liabilities: ¥2,988,211 thousand; HI-TOOL’s assets: ¥224,837,337; liabilities: ¥6,774,095 |
| Quantity / scale | HI-TOOL has 800 issued shares, and KYOTO TOOL CO.,LTD. holds a 100% ownership interest; all HI-TOOL employees will be transferred to the surviving company. |
| Impact on Business Performance | No specific amount of the impact on financial results is stated. Following the merger, assets are expected to continue to substantially exceed liabilities, and no event that would impede the performance of obligations is currently anticipated. |
| Reason | To consolidate management resources and improve efficiency throughout the Company in production, sales, development and administration. The merger is also intended to review the supply chain and improve productivity. |
| 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 policy for the absorption-type merger at the Board of Directors meeting held on 11 March 2026; the 15 May 2026 notice titled “Formulation of the New Five-Year Plan, Restart KTC vision 2030, and Initiatives to Realize Management That Is Conscious of Cost of Capital and Share Prices” |
| Future plans | A proposal to approve the absorption-type merger agreement is scheduled to be submitted to the 76th Annual General Meeting of Shareholders to be held on 26 June 2026, and approval at the general meeting of shareholders is expected to be obtained by the day before the effective date. The merger is scheduled to take effect on 1 October 2026. |
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 throughout the Company in production, sales, development and administration. The merger is also intended to review the supply chain and improve productivity.
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