Worth reading
48Recurring
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Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
The mergerCounterpartyOGURA CLUTCH CO.,LTD.
Disclosing companyOGURA CLUTCH CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Cold forging of parts for transport equipment and general industrial applications
Location Isesaki, Gunma PrefectureShare capital ¥40 millionDate of incorporation 19 May 1964
Net Sales¥601 million (fiscal year ended March 2026)
Operating profitOperating loss of ¥31 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥35 million (fiscal year ended March 2026)
Net assets¥388 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allotted in connection with this merger)
Type of ConsiderationNo consideration (no shares, cash or other consideration will be allotted)
Impact on Business Performance
As this is an absorption-type merger with the Company's wholly owned subsidiary, the impact on the Company's consolidated results will be minor.
Procedures and assumptions
Management structure after acquisitionThe Company's name, location, representative's title and name, business activities, capital and fiscal year-end will not change as a result of this merger. 小倉冷間鍛造株式会社 will be dissolved.
| Item | Details |
|---|---|
| Transaction name | The merger |
| Counterparty name | OGURA CLUTCH CO.,LTD. |
| Name of the Subject Company | 小倉冷間鍛造株式会社 |
| Business Description of the Subject Company | Cold forging of parts for transport equipment and general industrial applications |
| Location of the Subject Company | Isesaki, Gunma Prefecture |
| Capital Stock of the Subject Company | ¥40 million |
| Date of Establishment of the Subject Company | 19 May 1964 |
| Net Sales of the Subject Company | ¥601 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥31 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥35 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥388 million (fiscal year ended March 2026) |
| Acquisition price | Not applicable (no shares, cash or other consideration will be allotted in connection with this merger) |
| Type of Consideration | No consideration (no shares, cash or other consideration will be allotted) |
| Voting rights ownership percentage | Before 100％ (after not disclosed) |
| Impact on Business Performance | As this is an absorption-type merger with the Company's wholly owned subsidiary, the impact on the Company's consolidated results will be minor. |
| Date of board resolution | 11 November 2026 |
| Contract Date | 11 November 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Management structure after acquisition | The Company's name, location, representative's title and name, business activities, capital and fiscal year-end will not change as a result of this merger. 小倉冷間鍛造株式会社 will be dissolved. |
Items this document does not state (13)
Expenses 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 CommitteeConditions Precedent to Execution
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 improve the efficiency of management resources held by the Group as a whole and rationalize its organization and businesses.
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