Worth reading
52Recurring
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
76
% (the Logistics Solutions Business's share of the Company's standalone sales, fiscal year ending March 2026)Wording
Conditional
How definitive the wording is.This transaction
Company split transaction (absorption-type company split)Counterparty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
Disclosing 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.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Plant Business and Logistics Solutions Business
Location Koto-ku, TokyoShare capital ¥100 million eachDate of incorporation 13 April 2026
Net assets¥100 million each (standalone, as of their establishment on 13 April 2026)
Consideration and expenses
Acquisition priceThe transferee companies will not deliver any consideration for the rights and obligations to be transferred.
Type of ConsiderationNo consideration
Impact on Business Performance
The impact of the company split transaction on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the 118th Annual General Meeting of Shareholders scheduled for 25 June 2026, as well as approvals, licenses and other authorisations from the relevant government authorities, as necessary
Management structure after acquisitionThe Company plans to change its business activities to the management of group companies and other activities. The Plant Business Split Preparation Company plans to change its corporate name to 『トーヨーカネツプラント株式会社』, and the Logistics Business Split Preparation Company plans to change its corporate name to 『トーヨーカネツソリューションズ株式会社』. Owada Yoshifumi (大和田 能史) is scheduled to become the representative director of both companies. Treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Company split transaction (absorption-type company split) |
| Counterparty name | 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 |
| 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 and 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 and Logistics Solutions Business |
| Location of the Subject Company | Koto-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million each |
| Date of Establishment of the Subject Company | 13 April 2026 |
| Net Assets of the Subject Company | ¥100 million each (standalone, as of their establishment on 13 April 2026) |
| Acquisition price | The transferee companies will not deliver any consideration for the rights and obligations to be transferred. |
| Type of Consideration | No consideration |
| Voting rights ownership percentage | Before The Company owns 100% of the issued shares of each transferee company → after The Company owns 100% of the issued shares of each transferee company |
| Impact on Business Performance | The impact of the company split transaction on the Company's consolidated results will be immaterial. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | Approval at the 118th Annual General Meeting of Shareholders scheduled for 25 June 2026, as well as approvals, licenses and other authorisations from the relevant government authorities, as necessary |
| Management structure after acquisition | The Company plans to change its business activities to the management of group companies and other activities. The Plant Business Split Preparation Company plans to change its corporate name to 『トーヨーカネツプラント株式会社』, and the Logistics Business Split Preparation Company plans to change its corporate name to 『トーヨーカネツソリューションズ株式会社』. Owada Yoshifumi (大和田 能史) is scheduled to become the representative director of both companies. Treatment of employees: not disclosed |
Items this document does not state (15)
Net Sales of the Subject CompanyOperating 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 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 enhance the execution of the medium-term management plan, the pace of growth and competitiveness by expediting decision-making in line with the characteristics of each business and advancing capital allocation, governance and risk management from a group-wide perspective.
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