Worth reading
56In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
3199
¥ millionWording
Conditional
How definitive the wording is.This transaction
Conversion of RISO Copylandia Philippines Corp. into a Wholly Owned SubsidiaryDisclosing companyRISO KAGAKU CORPORATION
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
Import, distribution and sale of products, and administrative operations
Location Mandaluyong City, Metro Manila, PhilippinesShare capital PHP 12,000,000 (subscribed capital)Date of incorporation 5 December 2025
Consideration and expenses
Acquisition priceUS$20.308 million (approximately ¥3,199 million)
Goodwill amountApproximately ¥3,199 million; amortization period: 9 years
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of this transaction on the Company's consolidated results for the fiscal year ending March 2027 has already been incorporated into the full-year consolidated earnings forecast announced on 5 November 2026. Goodwill of ¥3,199 million will be amortized over 9 years, with 9 months' worth scheduled to be recognized in a lump sum in the current third quarter.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the legally required procedures (including the change of representative following the conversion into a wholly owned subsidiary)
Management structure after acquisitionAfter RCP becomes a wholly owned subsidiary and the legally required procedures are completed, the representative is scheduled to change from Feliciano A. Juarez, Jr. to Tomiyama Fumiya (冨山文弥), an executive officer of the Company. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Conversion of RISO Copylandia Philippines Corp. into a Wholly Owned Subsidiary |
| Name of the Subject Company | RISO Copylandia Philippines Corp. |
| Business Description of the Subject Company | Import, distribution and sale of products, and administrative operations |
| Location of the Subject Company | Mandaluyong City, Metro Manila, Philippines |
| Capital Stock of the Subject Company | PHP 12,000,000 (subscribed capital) |
| Date of Establishment of the Subject Company | 5 December 2025 |
| Acquisition price | US$20.308 million (approximately ¥3,199 million) |
| Number of shares acquired | 56,889 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 52.6％ → after 100％ |
| Goodwill amount | Approximately ¥3,199 million; amortization period: 9 years |
| Impact on Business Performance | The impact of this transaction on the Company's consolidated results for the fiscal year ending March 2027 has already been incorporated into the full-year consolidated earnings forecast announced on 5 November 2026. Goodwill of ¥3,199 million will be amortized over 9 years, with 9 months' worth scheduled to be recognized in a lump sum in the current third quarter. |
| Date of board resolution | 5 November 2026 |
| Contract Date | 6 November 2026 (scheduled) |
| Execution Date / Effective Date | 20 November 2026 (scheduled) |
| Conditions Precedent to Execution | Completion of the legally required procedures (including the change of representative following the conversion into a wholly owned subsidiary) |
| Management structure after acquisition | After RCP becomes a wholly owned subsidiary and the legally required procedures are completed, the representative is scheduled to change from Feliciano A. Juarez, Jr. to Tomiyama Fumiya (冨山文弥), an executive officer of the Company. Employee treatment: Not disclosed |
Items this document does not state (16)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount 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 accelerate decision-making within the Group by making RCP a wholly owned subsidiary as the Company expands its business in the Philippine market.
How to read this page
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