Komori
M&A and Subsidiary Changes6508MEIDENSHA CORPORATIONElectrical Equipment and Precision Instruments

Notice of a Company Split (Simplified Absorption-Type Company Split) in Connection with the Reorganization of the O&M Business Structure in the Water Infrastructure Sector

明電舎 has decided to transfer its O&M business for water supply facilities to its wholly owned subsidiary, 明電ファシリティサービス, through a simplified absorption-type company split. The effective date is scheduled for 1 April 2027, and no shares or cash consideration will be provided.

Worth reading
42Recurring
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
2336
¥ million (sales of the businesses subject to the company split for the fiscal year ending March 2026)
Wording
Conditional
How definitive the wording is.

This transaction

This company split
Counterparty明電ファシリティサービス株式会社
Disclosing companyMEIDENSHA CORPORATION
明電ファシリティサービス株式会社 (successor company)Subject of this transactionNumber of shares acquired No shares acquired (no shares allocated)Voting rights ownership percentage Before 100% (明電ファシリティサービス is a wholly owned subsidiary of 明電舎) (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

Operation and maintenance of equipment at water supply and sewerage facilities, industrial water facilities and other facilities

Location Shinagawa Ward, TokyoShare capital ¥100 millionDate of incorporation 2 June 1983
Net Sales¥7,797 million (fiscal year ending March 2026)
Operating profit¥804 million (fiscal year ending March 2026)
Net income for the current fiscal year¥598 million (fiscal year ending March 2026)
Net assets¥1,411 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNo shares or other consideration, including cash, will be provided.
Type of ConsiderationNo consideration (no shares or other consideration, including cash, will be provided)
Impact on Business Performance

The impact of this company split on the consolidated results of the Company will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionAs the transaction qualifies as a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval at a general meeting of shareholders.
Management structure after acquisitionFollowing the company split, there will be no changes to the name, location, representative's title or name, business activities, capital or fiscal year-end of 明電ファシリティサービス. Treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis company split
Counterparty name明電ファシリティサービス株式会社
Name of the Subject Company明電ファシリティサービス株式会社 (successor company)
Business Description of the Subject CompanyOperation and maintenance of equipment at water supply and sewerage facilities, industrial water facilities and other facilities
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company2 June 1983
Net Sales of the Subject Company¥7,797 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥804 million (fiscal year ending March 2026)
Net Income of the Subject Company¥598 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥1,411 million (fiscal year ending March 2026)
Acquisition priceNo shares or other consideration, including cash, will be provided.
Type of ConsiderationNo consideration (no shares or other consideration, including cash, will be provided)
Number of shares acquiredNo shares acquired (no shares allocated)
Voting rights ownership percentageBefore 100% (明電ファシリティサービス is a wholly owned subsidiary of 明電舎) (after not disclosed)
Impact on Business PerformanceThe impact of this company split on the consolidated results of the Company will be immaterial.
Date of board resolution31 July 2026
Contract Date31 July 2026
Execution Date / Effective Date1 April 2027 (予定)
Conditions Precedent to ExecutionAs the transaction qualifies as a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval at a general meeting of shareholders.
Management structure after acquisitionFollowing the company split, there will be no changes to the name, location, representative's title or name, business activities, capital or fiscal year-end of 明電ファシリティサービス. Treatment of employees: Not disclosed
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender 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.

The purpose is to consolidate human resources and improve service quality for customers. For Water PPP projects, which are expected to increase going forward, 明電舎 will be responsible for the EPC business and 明電ファシリティサービス for the O&M business, establishing a clear division of roles.

How to read this page

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Notice of a Company Split (Simplified Absorption-Type Company Split) in Connection with the Reorganization of the O&M Business Structure in the Water Infrastructure Sector | MEIDENSHA CORPORATION (6508) timely disclosure | Komori