Worth reading
44Recurring
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
12722
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This company split (absorption-type company split)Counterparty月島JFEアクアソリューション株式会社
Disclosing companyTSUKISHIMA HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Repair construction business, operations management business and other activities
Location Koto-ku, TokyoShare capital ¥180 millionDate of incorporation 30 April 1971
Net Sales¥37,962 million (fiscal year ending March 2026)
Net assets¥11,376 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNo consideration will be delivered (no acquisition cost)
Type of ConsiderationNo consideration
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the absorption-type company split agreement at the board meetings of TJAS and TJTM scheduled for 27 January 2027. As the transaction qualifies as a short-form absorption-type company split for TJTM and a simplified absorption-type company split for TJAS, approval at shareholders' meetings of either company is not expected to be required.
Management structure after acquisitionTJTM will continue its operations primarily as a company responsible for the operations management business, while TJAS is expected to operate the repair construction business together with its existing EPC business. Neither company is expected to change its name, location, representative, stated capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This company split (absorption-type company split) |
| Counterparty name | 月島JFEアクアソリューション株式会社 |
| Name of the Subject Company | 月島ジェイテクノメンテサービス株式会社 |
| Business Description of the Subject Company | Repair construction business, operations management business and other activities |
| Location of the Subject Company | Koto-ku, Tokyo |
| Capital Stock of the Subject Company | ¥180 million |
| Date of Establishment of the Subject Company | 30 April 1971 |
| Net Sales of the Subject Company | ¥37,962 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥11,376 million (fiscal year ending March 2026) |
| Acquisition price | No consideration will be delivered (no acquisition cost) |
| Type of Consideration | No consideration |
| Number of shares acquired | No shares acquired |
| Voting rights ownership percentage | Before 100% (TJAS's ownership interest in TJTM) (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 6 November 2026 |
| Contract Date | 27 January 2027 (scheduled) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | Approval of the absorption-type company split agreement at the board meetings of TJAS and TJTM scheduled for 27 January 2027. As the transaction qualifies as a short-form absorption-type company split for TJTM and a simplified absorption-type company split for TJAS, approval at shareholders' meetings of either company is not expected to be required. |
| Management structure after acquisition | TJTM will continue its operations primarily as a company responsible for the operations management business, while TJAS is expected to operate the repair construction business together with its existing EPC business. Neither company is expected to change its name, location, representative, stated capital or fiscal year-end. |
Items this document does not state (13)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial 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 company aims to integrate the technologies, on-site response capabilities and expertise relating to repair construction with the personnel, technologies and expertise relating to 月島JFEアクアソリューション's EPC business, thereby establishing a structure for providing design, construction and repair services in an integrated and efficient manner. 月島ジェイテクノメンテサービス will also transition to a structure centered on operations management, with the aim of addressing the entire lifecycle of water infrastructure.
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