Worth reading
48Recurring
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How definitive the wording is.This transaction
This mergerCounterparty (target company)カワキ計測工業株式会社
Disclosing companyYoshitake Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of flow measurement equipment
Location Akashi, Hyogo PrefectureShare capital ¥10 millionDate of incorporation 2 July 1973
Net Sales¥685.090 million (standalone, fiscal year ended March 2026)
Operating profit¥145.422 million (standalone, fiscal year ended March 2026)
Net income for the current fiscal year¥97.066 million (standalone, fiscal year ended March 2026)
Net assets¥857.179 million (standalone, fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be allocated
Type of ConsiderationNo consideration (no shares, cash or other consideration will be allocated)
Merger ratio/share exchange ratioNot applicable (no shares, cash or other consideration will be allocated)
Amount of extraordinary income (loss)A gain on extinguishment of shares held in the absorbed company is expected to be recognized as an extraordinary gain in the standalone financial statements for the fiscal year ending March 2028. The amount has not yet been determined.
Impact on Business Performance
The impact of this merger on the Company's consolidated results will be immaterial. A gain on extinguishment of shares held in the absorbed company is expected to be recognized as an extraordinary gain in the standalone financial statements for the fiscal year ending March 2028, although the amount has not yet been determined.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholders' meeting will be held to approve the merger (simplified merger and short-form merger).
Management structure after acquisitionThere will be no changes to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | カワキ計測工業株式会社 |
| Name of the Subject Company | カワキ計測工業株式会社 |
| Business Description of the Subject Company | Manufacture and sale of flow measurement equipment |
| Location of the Subject Company | Akashi, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 2 July 1973 |
| Net Sales of the Subject Company | ¥685.090 million (standalone, fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥145.422 million (standalone, fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥97.066 million (standalone, fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥857.179 million (standalone, fiscal year ended March 2026) |
| Acquisition price | No shares, cash or other consideration will be allocated |
| Type of Consideration | No consideration (no shares, cash or other consideration will be allocated) |
| Merger ratio/share exchange ratio | Not applicable (no shares, cash or other consideration will be allocated) |
| Voting rights ownership percentage | Before 100% (held by Yoshitake Inc.) (after not disclosed) |
| Amount of extraordinary income (loss) | A gain on extinguishment of shares held in the absorbed company is expected to be recognized as an extraordinary gain in the standalone financial statements for the fiscal year ending March 2028. The amount has not yet been determined. |
| Impact on Business Performance | The impact of this merger on the Company's consolidated results will be immaterial. A gain on extinguishment of shares held in the absorbed company is expected to be recognized as an extraordinary gain in the standalone financial statements for the fiscal year ending March 2028, although the amount has not yet been determined. |
| Date of board resolution | 31 July 2026 |
| Contract Date | 31 July 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | No shareholders' meeting will be held to approve the merger (simplified merger and short-form merger). |
| Management structure after acquisition | There will be no changes to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end. Employee treatment: not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation 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.As part of the restructuring of the Yoshitake Inc. Group's businesses, the functions of Kawaki Keisoku Kogyo will be integrated to streamline and improve operational efficiency and enhance profitability.
How to read this page
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