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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社ティーディー・ドライブ
Disclosing companyTOYO DENKI SEIZO K.K.(TOYO ELECTRIC MFG.CO.,LTD.)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and repair of electric motors and generators for general industrial use
Location Ryuo Town, Gamo District, Shiga PrefectureShare capital ¥150 millionDate of incorporation December 1988
Net Sales¥1,012 million (fiscal year ended May 2026)
Operating profit¥5 million operating loss (fiscal year ended May 2026)
Net income for the current fiscal year¥32 million net loss (fiscal year ended May 2026)
Net assets¥85 million (fiscal year ended May 2026)
Consideration and expenses
Acquisition priceNo cash or other consideration paid
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be paid)
Merger ratio/share exchange ratioNot stated (no new shares will be issued because this is an absorption merger of a wholly owned subsidiary)
Impact on Business Performance
As this is a merger with the Company's wholly owned subsidiary, the impact on the Company's consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholder meeting approval required (simplified merger and short-form merger)
Management structure after acquisitionThere will be no changes to the Company's corporate name, head office location, representative, business activities, capital or fiscal year-end as a result of this merger. 株式会社ティーディー・ドライブ will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ティーディー・ドライブ |
| Name of the Subject Company | 株式会社ティーディー・ドライブ |
| Business Description of the Subject Company | Manufacture and repair of electric motors and generators for general industrial use |
| Location of the Subject Company | Ryuo Town, Gamo District, Shiga Prefecture |
| Capital Stock of the Subject Company | ¥150 million |
| Date of Establishment of the Subject Company | December 1988 |
| Net Sales of the Subject Company | ¥1,012 million (fiscal year ended May 2026) |
| Operating Profit of the Subject Company | ¥5 million operating loss (fiscal year ended May 2026) |
| Net Income of the Subject Company | ¥32 million net loss (fiscal year ended May 2026) |
| Net Assets of the Subject Company | ¥85 million (fiscal year ended May 2026) |
| Acquisition price | No cash or other consideration paid |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be paid) |
| Merger ratio/share exchange ratio | Not stated (no new shares will be issued because this is an absorption merger of a wholly owned subsidiary) |
| Number of shares acquired | No new shares issued |
| Voting rights ownership percentage | Before 100％ → after Not applicable (the target company will cease to exist upon dissolution) |
| Impact on Business Performance | As this is a merger with the Company's wholly owned subsidiary, the impact on the Company's consolidated results will be minor. |
| Date of board resolution | 11 September 2026 |
| Contract Date | 11 September 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | No shareholder meeting approval required (simplified merger and short-form merger) |
| Management structure after acquisition | There will be no changes to the Company's corporate name, head office location, representative, business activities, capital or fiscal year-end as a result of this merger. 株式会社ティーディー・ドライブ will be dissolved. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount 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 use management resources more efficiently, strengthen product competitiveness, and reinforce integrated group management.
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