Worth reading
79Important
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
207154136
Common shares of the joint holding company (planned)Wording
Conditional
How definitive the wording is.Decision and Details
The boards of directors of NOK and EAGLE INDUSTRY CO.,LTD.Establishment of NOK Group Co., Ltd. through a joint share transfer
Decision10 November 2025 (the articles of incorporation will be amended under this memorandum on 21 May 2026)
Period CoveredThe period from 1 October 2026 during which the joint holding company remains the wholly owning parent company of both companies (specific period: Not disclosed)
Implementation1 October 2026 (planned; the effective date and the date of registration of the establishment of the joint holding company)
Going forwardThe two companies plan to seek approval of the share transfer plan and other matters at their respective annual general meetings of shareholders in June 2026. Both companies are scheduled to be delisted on 29 September 2026, after which the joint holding company is scheduled to be established on 1 October 2026 and its shares technically listed on the Tokyo Stock Exchange Prime Market.
AmountThe joint holding company’s stated capital of ¥5 billion, capital reserve of ¥370 billion, and retained earnings reserve of ¥0; NOK’s limit for the acquisition of treasury shares of ¥30,000 million; and the maximum contribution to the directors’ compensation BIP trust of ¥2,010 million (for a 3-year period)
Quantity / scale207,154,136 shares of the joint holding company to be allotted (planned); share transfer ratio of 1 NOK share to 1 share of the joint holding company and 1 EAGLE INDUSTRY CO.,LTD. share to 1 share of the joint holding company; the joint holding company’s total number of authorized shares of 700 million and trading unit of 100 shares; both companies are scheduled to be delisted on 29 September 2026, and the joint holding company is scheduled for a technical listing on the Tokyo Stock Exchange Prime Market on 1 October 2026
Reason
To ensure the fairness and appropriateness of the share transfer ratio, after comprehensively taking into account the two companies’ financial conditions, earnings trends, asset positions, future outlooks, share price trends, the results of due diligence, and the valuation results and advice provided by third-party valuation institutions.
Impact on Business Performance
The synergies expected from implementing this management integration have not been reflected in the financial forecasts or valuation because their impact on earnings is difficult to estimate specifically. The specific impact of the integration itself on earnings is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Establishment of NOK Group Co., Ltd. through a joint share transfer |
| Decision-Making Body | The boards of directors of NOK and EAGLE INDUSTRY CO.,LTD. |
| Decision Date | 10 November 2025 (the articles of incorporation will be amended under this memorandum on 21 May 2026) |
| Implementation Date | 1 October 2026 (planned; the effective date and the date of registration of the establishment of the joint holding company) |
| Period Covered | The period from 1 October 2026 during which the joint holding company remains the wholly owning parent company of both companies (specific period: Not disclosed) |
| Amount | The joint holding company’s stated capital of ¥5 billion, capital reserve of ¥370 billion, and retained earnings reserve of ¥0; NOK’s limit for the acquisition of treasury shares of ¥30,000 million; and the maximum contribution to the directors’ compensation BIP trust of ¥2,010 million (for a 3-year period) |
| Quantity / scale | 207,154,136 shares of the joint holding company to be allotted (planned); share transfer ratio of 1 NOK share to 1 share of the joint holding company and 1 EAGLE INDUSTRY CO.,LTD. share to 1 share of the joint holding company; the joint holding company’s total number of authorized shares of 700 million and trading unit of 100 shares; both companies are scheduled to be delisted on 29 September 2026, and the joint holding company is scheduled for a technical listing on the Tokyo Stock Exchange Prime Market on 1 October 2026 |
| Impact on Business Performance | The synergies expected from implementing this management integration have not been reflected in the financial forecasts or valuation because their impact on earnings is difficult to estimate specifically. The specific impact of the integration itself on earnings is Not disclosed. |
| Reason | To ensure the fairness and appropriateness of the share transfer ratio, after comprehensively taking into account the two companies’ financial conditions, earnings trends, asset positions, future outlooks, share price trends, the results of due diligence, and the valuation results and advice provided by third-party valuation institutions. |
| Governing Rule | Article 803, paragraph 1 of the Companies Act; Article 206 of the Ordinance for Enforcement of the Companies Act; Article 773, paragraph 1 of the Companies Act; Article 52 of the Ordinance on Company Accounting; and Article 441 of the Tokyo Stock Exchange Securities Listing Regulations |
| Related previous disclosures | Announcement dated 10 November 2025, “Execution of an Integration Agreement and Preparation of a Share Transfer Plan for the Management Integration of NOK株式会社 and EAGLE INDUSTRY CO.,LTD. through the Establishment of a Joint Holding Company (Share Transfer)” |
| Future plans | The two companies plan to seek approval of the share transfer plan and other matters at their respective annual general meetings of shareholders in June 2026. Both companies are scheduled to be delisted on 29 September 2026, after which the joint holding company is scheduled to be established on 1 October 2026 and its shares technically listed on the Tokyo Stock Exchange Prime Market. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.In considering the management integration through the joint share transfer, the two companies reviewed the fairness of the share transfer ratio and other terms. After comprehensively taking into account their financial conditions, earnings trends, asset positions, future outlooks, share price trends, the results of due diligence, and the valuation results and advice provided by third-party valuation institutions, they determined that the share transfer ratio was appropriate.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.