Execution of a Business Integration Agreement and Share Exchange Agreement Between 株式会社三機サービス and シンメンテホールディングス株式会社
株式会社三機サービス and シンメンテホールディングス株式会社
The companies aim to mutually leverage their customer bases, specialized personnel, technologies, expertise and other management resources to build a strong management foundation that will enable them to improve service quality and management efficiency. They also recognized that there are certain constraints on responding independently to labor shortages, soaring energy and raw material prices, and changes in the competitive environment.
The amount cannot be estimated at this time. The amount of goodwill to be recognized has also not been determined at this time (the accounting classification is not stated).
Because the amount cannot be estimated at this time, the company will promptly disclose any need to revise its earnings forecasts or any other matters requiring disclosure.
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.
シンメンテHD's ownership of 三機サービス shares: 6,300 units (630,000 shares), 9.76%, as of 31 May 2026. 株式会社中島産業's ownership of シンメンテHD: none, as of 15 July 2026. 株式会社中島産業's ownership of 三機サービス: 9,750 units (975,000 shares), 15.11%, as of 31 May 2026.
シンメンテHD's ownership of 三機サービス shares: 64,526 units (6,452,694 shares), 100.00%, expected in December 2026 (day unspecified). 株式会社中島産業's ownership of 三機シンメンテHD: 37,974 units (3,797,471 shares), 12.6%. 株式会社中島産業 is expected to cease being a major shareholder and the largest shareholder of 三機サービス.
Company response
No establishment of a third-party committee or special investigation committee is stated. シンメンテHD selected JBMA and 三機サービス selected マクサス・コーポレートアドバイザリー as independent third-party valuation institutions, and the companies have received legal advice from TMI総合法律事務所 and 日比谷中田法律事務所.
三機サービス plans to hold its annual general meeting of shareholders on 28 August 2026, and シンメンテHD plans to hold an extraordinary general meeting of shareholders on 4 September 2026. Subject to approval, 26 November 2026 is expected to be the final trading date, 27 November is expected to be the delisting date for 三機サービス shares, and December 2026 (day unspecified) is expected to be the effective date of the share exchange and the date of the corporate name change and changes in officers.
The company will promptly disclose any need to revise its earnings forecasts or any other matters requiring disclosure.
| Item | Details |
|---|---|
| Event name | Execution of a Business Integration Agreement and Share Exchange Agreement Between 株式会社三機サービス and シンメンテホールディングス株式会社 |
| Date of occurrence | 15 July 2026 |
| Subject Entity | 株式会社三機サービス and シンメンテホールディングス株式会社 |
| Cause | The companies aim to mutually leverage their customer bases, specialized personnel, technologies, expertise and other management resources to build a strong management foundation that will enable them to improve service quality and management efficiency. They also recognized that there are certain constraints on responding independently to labor shortages, soaring energy and raw material prices, and changes in the competitive environment. |
| 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 (the accounting classification is not stated). |
| Impact on Earnings Forecast | Because the amount cannot be estimated at this time, the company will promptly disclose any need to revise its earnings forecasts or any other matters requiring disclosure. |
| Investigation structure | No establishment of a third-party committee or special investigation committee is stated. シンメンテHD selected JBMA and 三機サービス selected マクサス・コーポレートアドバイザリー as independent third-party valuation institutions, and the companies have received legal advice from TMI総合法律事務所 and 日比谷中田法律事務所. |
| Voting rights ownership percentage before the change | シンメンテHD's ownership of 三機サービス shares: 6,300 units (630,000 shares), 9.76%, as of 31 May 2026. 株式会社中島産業's ownership of シンメンテHD: none, as of 15 July 2026. 株式会社中島産業's ownership of 三機サービス: 9,750 units (975,000 shares), 15.11%, as of 31 May 2026. |
| Voting rights ownership percentage after the change | シンメンテHD's ownership of 三機サービス shares: 64,526 units (6,452,694 shares), 100.00%, expected in December 2026 (day unspecified). 株式会社中島産業's ownership of 三機シンメンテHD: 37,974 units (3,797,471 shares), 12.6%. 株式会社中島産業 is expected to cease being a major shareholder and the largest shareholder of 三機サービス. |
| Outlook | 三機サービス plans to hold its annual general meeting of shareholders on 28 August 2026, and シンメンテHD plans to hold an extraordinary general meeting of shareholders on 4 September 2026. Subject to approval, 26 November 2026 is expected to be the final trading date, 27 November is expected to be the delisting date for 三機サービス shares, and December 2026 (day unspecified) is expected to be the effective date of the share exchange and the date of the corporate name change and changes in officers. |
| Planned follow-up disclosure | The company will promptly disclose any need to revise its 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.The companies aim to mutually leverage their customer bases, specialized personnel, technologies and expertise to improve service quality and management efficiency, thereby increasing the value provided to customers and corporate value. They also recognized that there are certain constraints on achieving sustainable growth while each company responds independently to labor shortages and changes in the competitive environment.