Decision and Details
Absorption-type merger under which 株式会社ＨＩ−ＴＯＯＬ is the disappearing company and 京都機械工具株式会社 is the surviving company
As HI-TOOL was a wholly owned subsidiary of KYOTO TOOL CO.,LTD., which held all of its issued shares, it was determined that it was appropriate not to deliver merger consideration; all of HI-TOOL’s assets, liabilities and other rights and obligations will be assumed.
Impact of the merger on results: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger under which 株式会社ＨＩ−ＴＯＯＬ is the disappearing company and 京都機械工具株式会社 is the surviving company |
| Decision Date | 20 May 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 October 2026 (effective date; actual) |
| Amount | Merger consideration: none; KYOTO TOOL CO.,LTD.: assets ¥15,578.409 million, liabilities ¥2,988.211 million (as of 31 March 2026); HI-TOOL: assets ¥224,837,337, liabilities ¥6,774,095 (as of 31 March 2026) |
| Quantity / scale | HI-TOOL has only one shareholder, KYOTO TOOL CO.,LTD.; no stock acquisition rights were issued |
| Impact on Business Performance | Impact of the merger on results: Not disclosed |
| Reason | As HI-TOOL was a wholly owned subsidiary of KYOTO TOOL CO.,LTD., which held all of its issued shares, it was determined that it was appropriate not to deliver merger consideration; all of HI-TOOL’s assets, liabilities and other rights and obligations will be assumed. |
| Governing Rule | Companies Act, Article 801(1); Ordinance for Enforcement of the Companies Act, Article 200; Companies Act, Article 782(1); Ordinance for Enforcement of the Companies Act, Article 182; Companies Act, Article 794(1); Ordinance for Enforcement of the Companies Act, Article 191 |
| Future plans | A change registration under Article 921 of the Companies Act is scheduled to be completed within 2 weeks of the effective date, 1 October 2026. |
Items this document does not state (3)
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 HI-TOOL was a wholly owned subsidiary of KYOTO TOOL CO.,LTD., which held all of its issued shares, KYOTO TOOL CO.,LTD. determined that it was appropriate not to deliver merger consideration.