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M&A and Subsidiary Changes6298Y.A.C.HOLDINGS CO.,LTD.Machinery

Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries

Of the Company's 3 wholly owned subsidiaries, ワイエイシイメカトロニクス will be the surviving company and absorb ワイエイシイマシナリー and 株式会社ワイエイシイダステック, integrating the 3 companies into 1. No new shares will be issued and no cash or other consideration will be allocated for the merger.

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This transaction

This merger (absorption-type merger)
Counterparty (target company)ワイエイシイマシナリー株式会社, 株式会社ワイエイシイダステック
Disclosing companyY.A.C.HOLDINGS CO.,LTD.
Subject of this transactionVoting rights ownership percentage Before 100% (held by the Company for each subsidiary) → after No change (post-merger figure not restated)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of cleaning machinery and various automatic packaging machines, ① Manufacture and sale of precision cutting equipment and other products ② Sale of used precision processing equipment and other products

Location Akishima, Tokyo, Toda, SaitamaShare capital ¥50 million, ¥40 millionDate of incorporation 3 October 2016, 10 June 2014
Consideration and expenses
Acquisition priceNot applicable (no acquisition value stated)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be allocated)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be allocated)
Impact on Business Performance

As this is a merger between wholly owned subsidiaries of the Company, the impact on the Company's consolidated financial results will be immaterial.

Procedures and assumptions
Management structure after acquisitionワイエイシイメカトロニクス株式会社 will be the surviving company, with the existing businesses of the merged companies added to it. There will be no change to the surviving company's name, location, capital, fiscal year-end, major shareholders or shareholding ratios.
This transaction
ItemDetails
Transaction nameThis merger (absorption-type merger)
Counterparty nameワイエイシイマシナリー株式会社, 株式会社ワイエイシイダステック
Name of the Subject Companyワイエイシイマシナリー株式会社, 株式会社ワイエイシイダステック
Business Description of the Subject CompanyManufacture and sale of cleaning machinery and various automatic packaging machines, ① Manufacture and sale of precision cutting equipment and other products ② Sale of used precision processing equipment and other products
Location of the Subject CompanyAkishima, Tokyo, Toda, Saitama
Capital Stock of the Subject Company¥50 million, ¥40 million
Date of Establishment of the Subject Company3 October 2016, 10 June 2014
Acquisition priceNot applicable (no acquisition value stated)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be allocated)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be allocated)
Voting rights ownership percentageBefore 100% (held by the Company for each subsidiary) → after No change (post-merger figure not restated)
Impact on Business PerformanceAs this is a merger between wholly owned subsidiaries of the Company, the impact on the Company's consolidated financial results will be immaterial.
Date of board resolution19 August 2026
Contract Date19 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Management structure after acquisitionワイエイシイメカトロニクス株式会社 will be the surviving company, with the existing businesses of the merged companies added to it. There will be no change to the surviving company's name, location, capital, fiscal year-end, major shareholders or shareholding ratios.
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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 purpose is to integrate the technologies, customer bases and human resources dispersed across the Group and accelerate the allocation of management resources to growth areas. By bringing together automation technology, precision material-handling technology, logistics and packaging handling expertise, and precision cutting technology, the Company aims to expand sales opportunities, create new products and businesses, improve the efficiency of technology development, and enhance management efficiency by integrating overlapping functions.

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Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries | Y.A.C.HOLDINGS CO.,LTD. (6298) timely disclosure | Komori