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M&A and Subsidiary Changes5973TOAMI CORPORATIONConstruction and Materials

Notice Regarding the Acquisition of Shares in Techno Co., Ltd. (Making It a Subsidiary)

TOAMI CORPORATION will acquire 99% of the shares in 株式会社テクノ and make it a subsidiary. Its subsidiary 渡部建設 will acquire the remaining 1%, giving the TOAMI CORPORATION Group a 100% ownership interest in 株式会社テクノ.

Worth reading
56In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
940500000
Yen (acquisition price paid by the Company)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyToyota Masanori (豊田 政徳), Toyota Kazuyoshi (豊田 和良)
Disclosing companyTOAMI CORPORATION
株式会社テクノVoting rights ownership percentageNumber of shares acquired TOAMI CORPORATION: 198 shares; 渡部建設: 2 shares (200 shares in total). The number of voting rights is not stated.

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Sales and wholesale of welded wire mesh, unit and system reinforcing steel, spacers, insulation materials, groundwater treatment systems, floating-floor materials and other products, as well as construction contracting

Location Iruma, Saitama PrefectureShare capital ¥20,000,000Date of incorporation 19 April 1990
Net Sales¥755.759 million (fiscal year ending March 2026)
Operating profit¥78.022 million (fiscal year ending March 2026)
Net income for the current fiscal year¥56.966 million (fiscal year ending March 2026)
Net assets¥654 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceTOAMI CORPORATION: ¥940,500,000; 渡部建設: ¥9,500,000
Type of ConsiderationCash
Impact on Business Performance

The impact of this matter on the results for the current fiscal year is currently being assessed.

Procedures and assumptions
Valuation methodologyDetermined through discussions between the parties, taking into consideration 株式会社テクノ's assets, earnings position and future business plans, among other factors.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameToyota Masanori (豊田 政徳), Toyota Kazuyoshi (豊田 和良)
Name of the Subject Company株式会社テクノ
Business Description of the Subject CompanySales and wholesale of welded wire mesh, unit and system reinforcing steel, spacers, insulation materials, groundwater treatment systems, floating-floor materials and other products, as well as construction contracting
Location of the Subject CompanyIruma, Saitama Prefecture
Capital Stock of the Subject Company¥20,000,000
Date of Establishment of the Subject Company19 April 1990
Net Sales of the Subject Company¥755.759 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥78.022 million (fiscal year ending March 2026)
Net Income of the Subject Company¥56.966 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥654 million (fiscal year ending March 2026)
Acquisition priceTOAMI CORPORATION: ¥940,500,000; 渡部建設: ¥9,500,000
Type of ConsiderationCash
Number of shares acquiredTOAMI CORPORATION: 198 shares; 渡部建設: 2 shares (200 shares in total). The number of voting rights is not stated.
Voting rights ownership percentageBefore TOAMI CORPORATION: 0% (0% for the Group as a whole) → after TOAMI CORPORATION: 99% (100% for the Group as a whole)
Impact on Business PerformanceThe impact of this matter on the results for the current fiscal year is currently being assessed.
Date of board resolution17 September 2026
Contract Date17 September 2026
Execution Date / Effective Date1 October 2026 (closing date)
Valuation methodologyDetermined through discussions between the parties, taking into consideration 株式会社テクノ's assets, earnings position and future business plans, among other factors.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

株式会社テクノ is one of the Company's major suppliers. By deepening cooperation between the two companies based on their existing business relationship, the Company aims to strengthen the construction capabilities of its Group, expand its business base in the materials sales and construction contracting fields, and create revenue opportunities.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in Techno Co., Ltd. (Making It a Subsidiary) | TOAMI CORPORATION (5973) timely disclosure | Komori