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M&A and Subsidiary Changes6480NIPPON THOMPSON CO.,LTD.Machinery

Notice Regarding a Merger Between Wholly Owned Subsidiaries

日本ディック株式会社 and 株式会社八生商会, both wholly owned subsidiaries of the Company, will merge, with 日本ディック as the surviving company and 八生商会 as the dissolved company. The effective date is scheduled for 1 November 2026.

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This transaction

This merger
Counterparty日本ディック株式会社, 株式会社八生商会
Disclosing companyNIPPON THOMPSON CO.,LTD.
株式会社八生商会Subject of this transactionVoting rights ownership percentage Before The Company: 100% (for both 日本ディック株式会社 and 株式会社八生商会) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Sale of various bearings, machine tools and related products

Location Shinagawa Ward, TokyoShare capital ¥40 millionDate of incorporation 25 May 1959
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allocated in connection with the merger.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated in connection with the merger)
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allocated in connection with the merger)
Impact on Business Performance

The impact is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThere will be no changes to the name, location, representative's title or name, business activities, capital or fiscal year-end of the surviving company following the merger.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name日本ディック株式会社, 株式会社八生商会
Name of the Subject Company株式会社八生商会
Business Description of the Subject CompanySale of various bearings, machine tools and related products
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥40 million
Date of Establishment of the Subject Company25 May 1959
Acquisition priceNo shares or other monetary consideration will be allocated in connection with the merger.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated in connection with the merger)
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allocated in connection with the merger)
Voting rights ownership percentageBefore The Company: 100% (for both 日本ディック株式会社 and 株式会社八生商会) (after not disclosed)
Impact on Business PerformanceThe impact is expected to be immaterial.
Date of board resolution7 August 2026
Contract Date7 August 2026
Execution Date / Effective Date1 November 2026 (予定)
Management structure after acquisitionThere will be no changes to the name, location, representative's title or name, business activities, capital or fiscal year-end of the surviving company following the merger.
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender 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.

The merger is intended to consolidate the management resources related to the sale of bearings, other mechanical components and various machinery parts conducted by the two companies, thereby improving customer satisfaction and strengthening the management foundation through more efficient group management.

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Notice Regarding a Merger Between Wholly Owned Subsidiaries | NIPPON THOMPSON CO.,LTD. (6480) timely disclosure | Komori