Decision and Details
Absorption-type company split involving the water-treatment equipment maintenance and services business in Hiroshima, Yamaguchi and Shimane prefectures
Because the successor company is the splitting company's wholly owned subsidiary, it was determined that no consideration should be delivered; assets are expected to substantially exceed liabilities after the company split
After the company split, the assets of the splitting company and the successor company are expected to substantially exceed their liabilities, and no situation that would impede the performance of their obligations is currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split involving the water-treatment equipment maintenance and services business in Hiroshima, Yamaguchi and Shimane prefectures |
| Decision Date | 17 July 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 October 2026 (scheduled effective date) |
| Amount | Consideration: no cash or other consideration to be delivered; transfer price: US$21 million (maximum); total purchase price for treasury shares: ¥35 billion (maximum); total amount of unsecured bonds to be issued: ¥10 billion |
| Quantity / scale | Target regions: Hiroshima, Yamaguchi and Shimane prefectures; treasury share acquisition: 5 million shares (maximum, representing 4.57% of the total number of issued shares excluding treasury shares); unsecured bonds: ¥100 million per bond |
| Impact on Business Performance | After the company split, the assets of the splitting company and the successor company are expected to substantially exceed their liabilities, and no situation that would impede the performance of their obligations is currently anticipated. |
| Reason | Because the successor company is the splitting company's wholly owned subsidiary, it was determined that no consideration should be delivered; assets are expected to substantially exceed liabilities after the company split |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 794, Paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The absorption-type company split is scheduled to take effect on 1 October 2026; a dividend proposal is scheduled to be submitted to the annual general meeting of shareholders to be held on 25 June 2026 |
Items this document does not state (3)
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 determined that no consideration should be delivered because the successor company is the splitting company's wholly owned subsidiary. It also states that, after the company split, the assets of both companies are expected to continue to substantially exceed their liabilities, and no situation that would impede the performance of their obligations is currently anticipated.