Worth reading
60In focus
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
Absorption-type company split in questionDisclosing companyTOYO KANETSU K.K.
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.
Target company
Plant business, Logistics Solutions business
Location Koto-ku, Tokyo, Koto-ku, TokyoShare capital ¥100 million, ¥100 millionDate of incorporation Early April 2026 (予定), Early April 2026 (予定)
Impact on Business Performance
The impact on consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval by resolution of the Company's annual general meeting of shareholders scheduled for late June 2026, and the permits and approvals of the relevant government authorities, as necessary.
Management structure after acquisitionThe Company plans to remain listed as a holding company. The 2 companies preparing for the split are planned to become wholly owned subsidiaries of the Company, and 1 of the Company's representative directors is planned to concurrently serve as representative director of both companies.
| Item | Details |
|---|---|
| Transaction name | Absorption-type company split in question |
| Name of the Subject Company | トーヨーカネツプラント事業分割準備株式会社, トーヨーカネツ物流事業分割準備株式会社 |
| Business Description of the Subject Company | Plant business, Logistics Solutions business |
| Location of the Subject Company | Koto-ku, Tokyo, Koto-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million, ¥100 million |
| Date of Establishment of the Subject Company | Early April 2026 (予定), Early April 2026 (予定) |
| Voting rights ownership percentage | After 100% (both companies) (before not disclosed) |
| Impact on Business Performance | The impact on consolidated results is expected to be immaterial. |
| Date of board resolution | 31 March 2026 |
| Contract Date | Early May 2026 (planned) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | Approval by resolution of the Company's annual general meeting of shareholders scheduled for late June 2026, and the permits and approvals of the relevant government authorities, as necessary. |
| Management structure after acquisition | The Company plans to remain listed as a holding company. The 2 companies preparing for the split are planned to become wholly owned subsidiaries of the Company, and 1 of the Company's representative directors is planned to concurrently serve as representative director of both companies. |
Items this document does not state (19)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.To strengthen management agility and group governance, accelerate decision-making for each business, improve capital allocation and risk management across the Group, and advance post-M&A integration and growth support, thereby enhancing the execution of the medium-term management plan, growth speed and competitiveness.
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