Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
739200
Shares (our common stock)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社牧野技術サービス, 牧野フライス技研株式会社, マキノ・ロジスティックス株式会社
Disclosing companyMakino Milling Machine Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Installation and after-sales service for machine tools, and sales of repair parts, Manufacture and development of peripheral equipment for machine tools, Packaging of machine tools and insurance agency services
Location Meguro-ku, Tokyo, Fujiyoshida, Yamanashi, Atsugi, Kanagawa PrefectureShare capital ¥30 million, ¥100 million, ¥10 millionDate of incorporation 4 February 1977, 10 March 1951, 1 April 1965
Net Sales¥17,652 million (fiscal year ended March 2026), ¥2,869 million (fiscal year ended March 2026), ¥4,774 million (fiscal year ended March 2026)
Operating profit¥1,945 million (fiscal year ended March 2026), ¥131 million (fiscal year ended March 2026), Net income of ¥74 million (fiscal year ending March 2026)
Net income for the current fiscal year¥1,486 million (fiscal year ended March 2026), ¥150 million (fiscal year ended March 2026), ¥527 million (fiscal year ended March 2026)
Net assets¥10,215 million (fiscal year ended March 2026), ¥2,824 million (fiscal year ended March 2026), ¥1,904 million (fiscal year ended March 2026)
Consideration and expenses
Type of ConsiderationShares (our common stock. Share exchange ①: 19.9 shares of our common stock per share of the target company, with 597,000 shares scheduled to be delivered. Share exchange ②: 41.0 shares per share of the target company, with 123,000 shares scheduled to be delivered. Share exchange ③: 0.12 shares per share of the target company, with 19,200 shares scheduled to be delivered. In each case, our treasury stock is scheduled to be used.)
Merger ratio/share exchange ratioShare exchange ①: 1:19.9, with our company as the share exchange wholly owning parent company and 株式会社牧野技術サービス as the share exchange wholly owned subsidiary. Share exchange ②: 1:41.0, with our company as the share exchange wholly owning parent company and マキノ・ロジスティックス株式会社 as the share exchange wholly owned subsidiary. Share exchange ③: 1:0.12, with our company as the share exchange wholly owning parent company and 牧野フライス技研株式会社 as the share exchange wholly owned subsidiary.
Funding arrangementsWe plan to use treasury stock held by our company. We do not plan to issue new shares in connection with this share exchange.
Impact on Business Performance
The impact of this share exchange on our consolidated results will be minor.
Procedures and assumptions
Valuation methodologyMarket price method and adjusted net asset value method
Conditions Precedent to ExecutionResolutions at extraordinary general meetings of shareholders of the 3 target companies (18 August 2026). Share exchanges ①, ② and ③ and in-kind dividends ①, ② and ③ will be carried out subject to the condition that they take effect simultaneously with one another.
Management structure after acquisitionThere will be no change to our company’s name, head office location, representative’s title or name, business activities, capital or fiscal year-end after this share exchange.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社牧野技術サービス, 牧野フライス技研株式会社, マキノ・ロジスティックス株式会社 |
| Name of the Subject Company | 株式会社牧野技術サービス, 牧野フライス技研株式会社, マキノ・ロジスティックス株式会社 |
| Business Description of the Subject Company | Installation and after-sales service for machine tools, and sales of repair parts, Manufacture and development of peripheral equipment for machine tools, Packaging of machine tools and insurance agency services |
| Location of the Subject Company | Meguro-ku, Tokyo, Fujiyoshida, Yamanashi, Atsugi, Kanagawa Prefecture |
| Capital Stock of the Subject Company | ¥30 million, ¥100 million, ¥10 million |
| Date of Establishment of the Subject Company | 4 February 1977, 10 March 1951, 1 April 1965 |
| Net Sales of the Subject Company | ¥17,652 million (fiscal year ended March 2026), ¥2,869 million (fiscal year ended March 2026), ¥4,774 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥1,945 million (fiscal year ended March 2026), ¥131 million (fiscal year ended March 2026), Net income of ¥74 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥1,486 million (fiscal year ended March 2026), ¥150 million (fiscal year ended March 2026), ¥527 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥10,215 million (fiscal year ended March 2026), ¥2,824 million (fiscal year ended March 2026), ¥1,904 million (fiscal year ended March 2026) |
| Type of Consideration | Shares (our common stock. Share exchange ①: 19.9 shares of our common stock per share of the target company, with 597,000 shares scheduled to be delivered. Share exchange ②: 41.0 shares per share of the target company, with 123,000 shares scheduled to be delivered. Share exchange ③: 0.12 shares per share of the target company, with 19,200 shares scheduled to be delivered. In each case, our treasury stock is scheduled to be used.) |
| Merger ratio/share exchange ratio | Share exchange ①: 1:19.9, with our company as the share exchange wholly owning parent company and 株式会社牧野技術サービス as the share exchange wholly owned subsidiary. Share exchange ②: 1:41.0, with our company as the share exchange wholly owning parent company and マキノ・ロジスティックス株式会社 as the share exchange wholly owned subsidiary. Share exchange ③: 1:0.12, with our company as the share exchange wholly owning parent company and 牧野フライス技研株式会社 as the share exchange wholly owned subsidiary. |
| Voting rights ownership percentage | Before 株式会社牧野技術サービス: our company 50.0%, マキノ・ロジスティックス株式会社 50.0%. 牧野フライス技研株式会社: our company 50.1%, 株式会社牧野技術サービス 23.0%, マキノ・ロジスティックス株式会社 22.6%, 関東物産株式会社 4.3%. マキノ・ロジスティックス株式会社: our company 50.0%, 株式会社牧野技術サービス 35.0%, 関東物産株式会社 15.0%. → after Directly wholly owned subsidiaries (no voting rights ownership percentages provided) |
| Funding arrangements | We plan to use treasury stock held by our company. We do not plan to issue new shares in connection with this share exchange. |
| Impact on Business Performance | The impact of this share exchange on our consolidated results will be minor. |
| Date of board resolution | 31 July 2026 |
| Contract Date | 31 July 2026 |
| Execution Date / Effective Date | 11 September 2026 (scheduled) |
| Valuation methodology | Market price method and adjusted net asset value method |
| Conditions Precedent to Execution | Resolutions at extraordinary general meetings of shareholders of the 3 target companies (18 August 2026). Share exchanges ①, ② and ③ and in-kind dividends ①, ② and ③ will be carried out subject to the condition that they take effect simultaneously with one another. |
| Management structure after acquisition | There will be no change to our company’s name, head office location, representative’s title or name, business activities, capital or fiscal year-end after this share exchange. |
Items this document does not state (10)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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 enhance the agility and flexibility of management across the corporate group and promote the effective use and greater efficiency of management resources.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.