Worth reading
39Recurring
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
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This merger (absorption-type merger)CounterpartySATO CORPORATION
Disclosing companySATO CORPORATION
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
① Manufacture and sale of industrial rubber products ② Manufacture and sale of synthetic resins ③ Manufacture and sale of RFID tags ④ Research, technical guidance, training and consulting relating to the design and manufacture of industrial rubber products
Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 1 April 2011
Net Sales¥278 million (fiscal year ended March 2026)
Operating profit¥21 million (fiscal year ended March 2026)
Net income for the current fiscal year¥14 million (fiscal year ended March 2026)
Net assets¥122 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares or other cash or assets will be allotted in connection with this merger.
Type of ConsiderationNo consideration (no shares or other cash or assets will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable. SATO CORPORATION will be the surviving company, and サトーマテリアル株式会社 will be the dissolved company
Funding arrangementsNot applicable (no shares or other monetary consideration will be allocated)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Management structure after acquisitionThe merger will not result in any changes to the company's trade name, head office location, representative, business activities, capital or fiscal year-end. サトーマテリアル株式会社 will be dissolved on the effective date.
| Item | Details |
|---|---|
| Transaction name | This merger (absorption-type merger) |
| Counterparty name | SATO CORPORATION |
| Name of the Subject Company | サトーマテリアル株式会社 |
| Business Description of the Subject Company | ① Manufacture and sale of industrial rubber products ② Manufacture and sale of synthetic resins ③ Manufacture and sale of RFID tags ④ Research, technical guidance, training and consulting relating to the design and manufacture of industrial rubber products |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 April 2011 |
| Net Sales of the Subject Company | ¥278 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥21 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥14 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥122 million (fiscal year ended March 2026) |
| Acquisition price | No shares or other cash or assets will be allotted in connection with this merger. |
| Type of Consideration | No consideration (no shares or other cash or assets will be allotted in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable. SATO CORPORATION will be the surviving company, and サトーマテリアル株式会社 will be the dissolved company |
| Number of shares acquired | No acquisition. The target company has 200 issued shares; no number of shares acquired or voting rights is stated |
| Voting rights ownership percentage | Before 100% → after Not applicable because the target company will cease to exist |
| Funding arrangements | Not applicable (no shares or other monetary consideration will be allocated) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 8 September 2026 |
| Contract Date | 1 October 2026 (予定) |
| Execution Date / Effective Date | 1 April 2027 (effective date) |
| Management structure after acquisition | The merger will not result in any changes to the company's trade name, head office location, representative, business activities, capital or fiscal year-end. サトーマテリアル株式会社 will be dissolved on the effective date. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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.To consolidate the Group's management resources, accelerate decision-making, improve operational efficiency, further strengthen the management structure, and enhance the corporate value of the Group as a whole.
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