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M&A and Subsidiary Changes6239NAGAOKA INTERNATIONAL CORPORATIONMachinery

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

ナガオカ has decided to acquire all shares in 株式会社SKE from Tagawa Seiji (田川 政司) and Tagawa Kohei (田川 幸平), making SKE a consolidated subsidiary. The share transfer is scheduled to take place on 30 September 2026.

Worth reading
57In 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
1107
¥ millions (approximate total of the acquisition price, advisory fees and other costs)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares (conversion into a subsidiary)
CounterpartyTagawa Seiji (田川 政司), Tagawa Kohei (田川 幸平)
Disclosing companyNAGAOKA INTERNATIONAL CORPORATION
株式会社SKEVoting rights ownership percentageNumber of shares acquired 340 shares (number of voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Construction, sale and leasing of water treatment facilities and water supply and drainage facilities, well-drilling and related construction, and sale of related materials

Location Chikushino, Fukuoka PrefectureShare capital ¥17 millionDate of incorporation 5 November 1985
Net Sales¥1,386.616 million (fiscal year ended September 2025)
Operating profit¥180.123 million (fiscal year ended September 2025)
Net income for the current fiscal year¥131.607 million (fiscal year ended September 2025)
Net assets¥518.496 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition price¥1,050 million (common shares of 株式会社SKE)
Expenses other than the acquisition priceAdvisory fees and other costs (approximate): ¥57 million
Type of ConsiderationCash
Impact on Business Performance

The impact of the transaction on the Company's consolidated results is currently under review. The Company will promptly disclose any matters that should be announced in the future.

Procedures and assumptions
Management structure after acquisitionSKE is scheduled to become a consolidated subsidiary of ナガオカ. The trade name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares (conversion into a subsidiary)
Counterparty nameTagawa Seiji (田川 政司), Tagawa Kohei (田川 幸平)
Name of the Subject Company株式会社SKE
Business Description of the Subject CompanyConstruction, sale and leasing of water treatment facilities and water supply and drainage facilities, well-drilling and related construction, and sale of related materials
Location of the Subject CompanyChikushino, Fukuoka Prefecture
Capital Stock of the Subject Company¥17 million
Date of Establishment of the Subject Company5 November 1985
Net Sales of the Subject Company¥1,386.616 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥180.123 million (fiscal year ended September 2025)
Net Income of the Subject Company¥131.607 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥518.496 million (fiscal year ended September 2025)
Acquisition price¥1,050 million (common shares of 株式会社SKE)
Expenses other than the acquisition priceAdvisory fees and other costs (approximate): ¥57 million
Type of ConsiderationCash
Number of shares acquired340 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore -% → after 100%
Impact on Business PerformanceThe impact of the transaction on the Company's consolidated results is currently under review. The Company will promptly disclose any matters that should be announced in the future.
Date of board resolution10 September 2026
Contract Date11 September 2026 (scheduled)
Execution Date / Effective Date30 September 2026 (予定)
Management structure after acquisitionSKE is scheduled to become a consolidated subsidiary of ナガオカ. The trade name, representative and treatment of employees are Not disclosed
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 transaction is intended to expand the business scope and enhance competitiveness in the water treatment field by combining SKE's expertise in the design, rental and maintenance of wastewater treatment facilities with ナガオカ's water treatment technologies and products, while leveraging both companies' customer bases and sales networks. It is also intended to promote SKE's business growth and enhancement of corporate value, as well as ナガオカ's transition into an integrated water treatment company.

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Notice Regarding the Acquisition of Shares in SKE Co., Ltd. (Making It a Subsidiary) | NAGAOKA INTERNATIONAL CORPORATION (6239) timely disclosure | Komori