Execution, etc. of a Business Integration Agreement and Share Exchange Agreement between SANKI SERVICE CORPORATION and Shin Maint Holdings Co.,Ltd.
SANKI SERVICE CORPORATION, Shin Maint Holdings Co.,Ltd., Shin Pro-Mente Co., Ltd., and TESCO Co., Ltd.
To mutually leverage the two companies’ customer bases, specialized personnel, technologies, know-how and other management resources, and build a strong management foundation that enables improvements in service quality and management efficiency.
The amount cannot be estimated at this time. The amount of goodwill to be recognized has also not been determined at this time.
As the amount cannot be estimated at this time, the companies will promptly disclose any need to revise their earnings forecasts or any other matters requiring disclosure that arise in the future.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Shin Maint Holdings Co.,Ltd.’s ownership of SANKI SERVICE CORPORATION: 6,300 voting rights units, or 9.76% (630,000 shares, as of 31 May 2026). 株式会社中島産業’s ownership of Shin Maint Holdings Co.,Ltd.: none (as of 15 July 2026). 株式会社中島産業’s ownership of SANKI SERVICE CORPORATION: 9,750 voting rights units, or 15.11% (975,000 shares, as of 31 May 2026).
三機シンメンテホールディングス’s ownership of SANKI SERVICE CORPORATION: 64,526 voting rights units, or 100.00% (6,452,694 shares, expected). 株式会社中島産業’s ownership of Shin Maint Holdings Co.,Ltd.: 37,974 voting rights units, or 12.6% (3,797,471 shares, expected). 株式会社中島産業 is not expected to qualify as a major shareholder or the largest shareholder among the major shareholders of SANKI SERVICE CORPORATION.
Company response
There is no disclosure regarding a third-party committee or special investigation committee. JBMA and Maxus Corporate Advisory were selected as independent third-party valuation advisers, and advice was obtained from a law firm.
SANKI SERVICE CORPORATION’s annual general meeting of shareholders is scheduled for 28 August 2026, and Shin Maint Holdings Co.,Ltd.’s extraordinary general meeting of shareholders is scheduled for 4 September 2026. The final trading date for SANKI SERVICE CORPORATION shares will be 26 November 2026, and the delisting date will be 27 November 2026. The effective date of the share exchange and the corporate name change date are scheduled for December 2026.
If any changes occur to the schedule, they will be announced promptly. The companies will also promptly disclose any need to revise their earnings forecasts or any other matters requiring disclosure.
| Item | Details |
|---|---|
| Event name | Execution, etc. of a Business Integration Agreement and Share Exchange Agreement between SANKI SERVICE CORPORATION and Shin Maint Holdings Co.,Ltd. |
| Date of occurrence | 15 July 2026 (the date of resolutions by the boards of directors of both companies and the date the agreements were executed) |
| Subject Entity | SANKI SERVICE CORPORATION, Shin Maint Holdings Co.,Ltd., Shin Pro-Mente Co., Ltd., and TESCO Co., Ltd. |
| Cause | To mutually leverage the two companies’ customer bases, specialized personnel, technologies, know-how and other management resources, and build a strong management foundation that enables improvements in service quality and management efficiency. |
| Amount of Impact on Business Performance | The amount cannot be estimated at this time. The amount of goodwill to be recognized has also not been determined at this time. |
| Impact on Earnings Forecast | As the amount cannot be estimated at this time, the companies will promptly disclose any need to revise their earnings forecasts or any other matters requiring disclosure that arise in the future. |
| Investigation structure | There is no disclosure regarding a third-party committee or special investigation committee. JBMA and Maxus Corporate Advisory were selected as independent third-party valuation advisers, and advice was obtained from a law firm. |
| Voting rights ownership percentage before the change | Shin Maint Holdings Co.,Ltd.’s ownership of SANKI SERVICE CORPORATION: 6,300 voting rights units, or 9.76% (630,000 shares, as of 31 May 2026). 株式会社中島産業’s ownership of Shin Maint Holdings Co.,Ltd.: none (as of 15 July 2026). 株式会社中島産業’s ownership of SANKI SERVICE CORPORATION: 9,750 voting rights units, or 15.11% (975,000 shares, as of 31 May 2026). |
| Voting rights ownership percentage after the change | 三機シンメンテホールディングス’s ownership of SANKI SERVICE CORPORATION: 64,526 voting rights units, or 100.00% (6,452,694 shares, expected). 株式会社中島産業’s ownership of Shin Maint Holdings Co.,Ltd.: 37,974 voting rights units, or 12.6% (3,797,471 shares, expected). 株式会社中島産業 is not expected to qualify as a major shareholder or the largest shareholder among the major shareholders of SANKI SERVICE CORPORATION. |
| Outlook | SANKI SERVICE CORPORATION’s annual general meeting of shareholders is scheduled for 28 August 2026, and Shin Maint Holdings Co.,Ltd.’s extraordinary general meeting of shareholders is scheduled for 4 September 2026. The final trading date for SANKI SERVICE CORPORATION shares will be 26 November 2026, and the delisting date will be 27 November 2026. The effective date of the share exchange and the corporate name change date are scheduled for December 2026. |
| Planned follow-up disclosure | If any changes occur to the schedule, they will be announced promptly. The companies will also promptly disclose any need to revise their earnings forecasts or any other matters requiring disclosure. |
Items this document does not state (14)
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 mutually leverage the two companies’ customer bases, specialized personnel, technologies and know-how, thereby improving service quality, enhancing management efficiency, strengthening their business foundations and increasing corporate value.