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
Avoiding a definitive answer
How definitive the wording is.This transaction
This business integration (this share exchange)CounterpartyMitsubishi Kakoki Kaisha,Ltd.
Disclosing companyTSUKISHIMA HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
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 consideration (share exchange consideration)
Type of ConsiderationShares (ordinary shares of Mitsubishi Kakoki Kaisha,Ltd. will be delivered; 0.88 shares for each ordinary share of TSUKISHIMA HOLDINGS CO.,LTD.)
Merger ratio/share exchange ratio1 : 0.88 (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 arrangementsNo cash financing; Mitsubishi Kakoki Kaisha,Ltd. plans to use part of its treasury shares and issue 34,151,480 new ordinary 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
The companies are targeting revenue of ¥350 billion and operating profit of at least ¥30 billion for the fiscal year ending March 2036, of which synergies are expected to contribute ¥50 billion in revenue and ¥8 billion in operating profit
Procedures and assumptions
Valuation methodologyMarket price average method, market price analysis, comparable company analysis, comparable company analysis using comparable enterprises, discounted cash flow method (DCF method), and discounted cash flow analysis (DCF analysis)
Independent valuation institutionNomura Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Conditions Precedent to ExecutionApproval at the general meetings of shareholders of both companies, approval of this absorption-type company split agreement, and obtaining the permits, approvals, and other authorizations required for this business integration
Management structure after acquisitionMitsubishi Kakoki Kaisha,Ltd. is scheduled to change its corporate name to 三菱月島化工機ホールディングス株式会社, and the company established to prepare for the company split is scheduled to change its corporate name to Mitsubishi Kakoki Kaisha,Ltd. The representative director and chairman of the joint holding company will be Tanaka Riichi (田中利一), and the representative director, president and chief executive officer will be Kawasaki Jun (川﨑淳). The companies will promote personnel exchanges, joint projects, and optimization of personnel assignments, but specific employee treatment is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This business integration (this share exchange) |
| Counterparty name | Mitsubishi Kakoki Kaisha,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 consideration (share exchange consideration) |
| Type of Consideration | Shares (ordinary shares of Mitsubishi Kakoki Kaisha,Ltd. will be delivered; 0.88 shares for each ordinary share of TSUKISHIMA HOLDINGS CO.,LTD.) |
| Merger ratio/share exchange ratio | 1 : 0.88 (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. (40,125,800 total issued shares as of the end of June 2026, including 567,010 treasury shares; the actual number of shares to be acquired is scheduled to be determined as of the record time), voting rights: Not disclosed |
| Funding arrangements | No cash financing; Mitsubishi Kakoki Kaisha,Ltd. plans to use part of its treasury shares and issue 34,151,480 new ordinary 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 | The companies are targeting revenue of ¥350 billion and operating profit of at least ¥30 billion for the fiscal year ending March 2036, of which synergies are expected to contribute ¥50 billion in revenue and ¥8 billion in operating profit |
| Date of board resolution | 30 September 2026 |
| Contract Date | 30 September 2026 |
| Execution Date / Effective Date | This absorption-type company split and this share exchange are scheduled for 1 April 2027. Absorption-type mergers 1 and 2 are scheduled for 1 July 2027 |
| Valuation methodology | Market price average method, market price analysis, comparable company analysis, comparable company analysis using comparable enterprises, discounted cash flow method (DCF method), and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | Nomura Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. |
| Conditions Precedent to Execution | Approval at the general meetings of shareholders of both companies, approval of this absorption-type company split agreement, and obtaining the permits, approvals, and other authorizations required for this business integration |
| Management structure after acquisition | Mitsubishi Kakoki Kaisha,Ltd. is scheduled to change its corporate name to 三菱月島化工機ホールディングス株式会社, and the company established to prepare for the company split is scheduled to change its corporate name to Mitsubishi Kakoki Kaisha,Ltd. The representative director and chairman of the joint holding company will be Tanaka Riichi (田中利一), and the representative director, president and chief executive officer will be Kawasaki Jun (川﨑淳). The companies will promote personnel exchanges, joint projects, and optimization of personnel assignments, but specific employee treatment is Not disclosed |
Items this document does not state (7)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageAmount of extraordinary income (loss)Special 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.The companies aim to consolidate their technological capabilities, customer bases, human resources, and product and business expertise in order to improve operational efficiency, competitiveness, quality, and profitability. They also aim to capture growth markets and enhance corporate value through cross-selling, stronger capabilities for handling large-scale projects, expansion of public-private partnership businesses, and the creation of new businesses in the GX field.
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