Worth reading
79Important
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
500
¥100 million (revenue from synergies targeted for the fiscal year ending March 2036)Wording
Conditional
How definitive the wording is.This transaction
This business integration (the series of transactions including this share exchange)Counterparty (target company)TSUKISHIMA HOLDINGS CO.,LTD.
Disclosing companyMitsubishi Kakoki Kaisha,Ltd.
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
Design and construction of plants for water treatment plants, wastewater treatment plants, sludge recycling and biomass utilization, among other activities
Location Chuo-ku, TokyoShare capital ¥6,646 million (as of the end of June 2026)Date of incorporation 31 May 1917
Net Sales¥148,954 million (fiscal year ended March 2026)
Operating profit¥9,842 million (fiscal year ended March 2026)
Net income for the current fiscal year¥16,910 million (fiscal year ended March 2026, consolidated net income attributable to owners of the parent)
Net assets¥117,466 million (fiscal year ended March 2026, consolidated net assets)
Consideration and expenses
Acquisition priceNo cash acquisition price has been set (share consideration through the share exchange)
Type of ConsiderationShares (common shares of Mitsubishi Kakoki Kaisha,Ltd.; 0.88 shares for each common share of TSUKISHIMA HOLDINGS CO.,LTD.)
Merger ratio/share exchange ratio1 : 0.88 (0.88 common shares of Mitsubishi Kakoki Kaisha,Ltd. for each common share of TSUKISHIMA HOLDINGS CO.,LTD.; Mitsubishi Kakoki Kaisha,Ltd. will be the wholly owning parent company in the share exchange and TSUKISHIMA HOLDINGS CO.,LTD. will be the wholly owned subsidiary)
Funding arrangementsRather than raising cash, Mitsubishi Kakoki Kaisha,Ltd. plans to use a portion of its treasury shares and issue 34,151,480 new common shares
Goodwill amountGoodwill or negative goodwill is expected to arise, but the amount has not been determined at this time. Amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
By the fiscal year ending March 2036, synergies are expected to generate ¥50 billion in revenue and ¥8 billion in operating profit. The specific earnings outlook after the integration will be considered going forward and announced once finalized
Procedures and assumptions
Valuation methodologyMarket price analysis and market price average method; comparable company analysis and comparable company method; discounted cash flow analysis and DCF method
Independent valuation institutionMitsubishi UFJ Morgan Stanley Securities Co., Ltd.; Nomura Securities Co., Ltd.
Special CommitteeNo special committee is mentioned as having been established. No special measures to avoid conflicts of interest have been taken
Conditions Precedent to ExecutionApproval at the shareholders' meetings of both companies, approval of the absorption-type company split agreement, and obtaining the permits and approvals required for the business integration, among other conditions
Management structure after acquisitionThe joint holding company is to be named 三菱月島化工機ホールディングス株式会社, with Tanaka Riichi (田中 利一)予定 to become Representative Director and Chairman, and Kawasaki Jun (川﨑 淳)予定 to become Representative Director, President and Executive Officer. Mitsubishi Kakoki Kaisha,Ltd. will change its corporate name to that name, and the split preparation company is予定 to change its corporate name to Mitsubishi Kakoki Kaisha,Ltd. The businesses will be reorganized into the new Mitsubishi Kakoki Kaisha,Ltd. and other entities. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This business integration (the series of transactions including this share exchange) |
| Counterparty name | TSUKISHIMA HOLDINGS CO.,LTD. |
| Name of the Subject Company | TSUKISHIMA HOLDINGS CO.,LTD. |
| Business Description of the Subject Company | Design and construction of plants for water treatment plants, wastewater treatment plants, sludge recycling and biomass utilization, among other activities |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥6,646 million (as of the end of June 2026) |
| Date of Establishment of the Subject Company | 31 May 1917 |
| Net Sales of the Subject Company | ¥148,954 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥9,842 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥16,910 million (fiscal year ended March 2026, consolidated net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥117,466 million (fiscal year ended March 2026, consolidated net assets) |
| Acquisition price | No cash acquisition price has been set (share consideration through the share exchange) |
| Type of Consideration | Shares (common shares of Mitsubishi Kakoki Kaisha,Ltd.; 0.88 shares for each common share of TSUKISHIMA HOLDINGS CO.,LTD.) |
| Merger ratio/share exchange ratio | 1 : 0.88 (0.88 common shares of Mitsubishi Kakoki Kaisha,Ltd. for each common share of TSUKISHIMA HOLDINGS CO.,LTD.; Mitsubishi Kakoki Kaisha,Ltd. will be the wholly owning parent company in the share exchange and TSUKISHIMA HOLDINGS CO.,LTD. will be the wholly owned subsidiary) |
| Number of shares acquired | All issued shares of TSUKISHIMA HOLDINGS CO.,LTD. Underlying total issued shares: 40,125,800; treasury shares: 567,010. The number of common shares of Mitsubishi Kakoki Kaisha,Ltd. to be delivered is expected to be 34,811,735. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | After 100% (all issued shares of TSUKISHIMA HOLDINGS CO.,LTD. are expected to be acquired) (before not disclosed) |
| Funding arrangements | Rather than raising cash, Mitsubishi Kakoki Kaisha,Ltd. plans to use a portion of its treasury shares and issue 34,151,480 new common shares |
| Goodwill amount | Goodwill or negative goodwill is expected to arise, but the amount has not been determined at this time. Amortization period: Not disclosed |
| Impact on Business Performance | By the fiscal year ending March 2036, synergies are expected to generate ¥50 billion in revenue and ¥8 billion in operating profit. The specific earnings outlook after the integration will be considered going forward and announced once finalized |
| Date of board resolution | 30 September 2026 |
| Contract Date | 30 September 2026 |
| Execution Date / Effective Date | 1 April 2027 (予定; the effective date of this absorption-type company split and this share exchange). Absorption-type mergers ① and ② are scheduled for 1 July 2027 |
| Valuation methodology | Market price analysis and market price average method; comparable company analysis and comparable company method; discounted cash flow analysis and DCF method |
| Independent valuation institution | Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.; Nomura Securities Co., Ltd. |
| Special Committee | No special committee is mentioned as having been established. No special measures to avoid conflicts of interest have been taken |
| Conditions Precedent to Execution | Approval at the shareholders' meetings of both companies, approval of the absorption-type company split agreement, and obtaining the permits and approvals required for the business integration, among other conditions |
| Management structure after acquisition | The joint holding company is to be named 三菱月島化工機ホールディングス株式会社, with Tanaka Riichi (田中 利一)予定 to become Representative Director and Chairman, and Kawasaki Jun (川﨑 淳)予定 to become Representative Director, President and Executive Officer. Mitsubishi Kakoki Kaisha,Ltd. will change its corporate name to that name, and the split preparation company is予定 to change its corporate name to Mitsubishi Kakoki Kaisha,Ltd. The businesses will be reorganized into the new Mitsubishi Kakoki Kaisha,Ltd. and other entities. Employee treatment: Not disclosed |
Items this document does not state (5)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)
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 consolidate the companies' technologies, customer bases and business expertise, improve operating efficiency, competitiveness and quality, capture growth markets, and enhance earnings power and corporate value.
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.