Decision and Details
Absorption-type merger under which 北陸ケーティシーツール株式会社 is the disappearing company and 京都機械工具株式会社 is the surviving company
Clarification of its positioning as a Group production base, improvement of operating effectiveness and efficiency through integrated management and other measures, and the failure to achieve a fundamental improvement in profitability
The impact of the merger on results is not disclosed. 北陸ケーティシーツール was in a net liability position as of 31 March 2026, but its assets are expected to substantially exceed its liabilities after consolidation.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger under which 北陸ケーティシーツール株式会社 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 of the merger; completed) |
| Period Covered | From 1 October 2026 onward (effective date of the merger) |
| Amount | Merger consideration: none. KYOTO TOOL CO.,LTD.: assets ¥15,578.409 million, liabilities ¥2,988.211 million; 北陸ケーティシーツール: assets ¥480,911,254, liabilities ¥525,385,239 |
| Quantity / scale | KYOTO TOOL CO.,LTD. holds 100% of the issued shares of 北陸ケーティシーツール |
| Impact on Business Performance | The impact of the merger on results is not disclosed. 北陸ケーティシーツール was in a net liability position as of 31 March 2026, but its assets are expected to substantially exceed its liabilities after consolidation. |
| Reason | Clarification of its positioning as a Group production base, improvement of operating effectiveness and efficiency through integrated management and other measures, and the failure to achieve a fundamental improvement in profitability |
| 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; and Companies Act, Articles 784-2, 785, 787, 789, 796-2, 797, 799 and 921 |
| Related previous disclosures | The 15 May 2026 “Notice Regarding the Formulation of the New Five-Year Plan, Restart KTC vision 2030, and Initiatives Toward Management Conscious of Capital Costs and Share Prices”; the decision on the absorption-type merger policy at the Board of Directors meeting held on 11 March 2026; and the “Prior Disclosure Document Regarding the Absorption-Type Merger” dated 10 June 2026 |
| Future plans | A change registration under Article 921 of the Companies Act is scheduled to be completed within 2 weeks of 1 October 2026. |
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 position 北陸ケーティシーツール as a Group production base and improve operating effectiveness and efficiency through integrated management and other measures. In addition, because the revision of prices for intercompany transactions did not lead to a fundamental improvement in profitability, the company decided to integrate it into the parent company.