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How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)アポロ精工株式会社
Disclosing companyTECHNO HORIZON CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of automatic soldering equipment and related equipment, and manufacture and sale of laser-related products
Location Gotemba, Shizuoka PrefectureShare capital ¥99.2 millionDate of incorporation 25 August 1970
Net SalesFiscal year ended March 2026 (non-consolidated): ¥1,702 million
Operating profitFiscal year ended March 2026 (non-consolidated): loss of ¥57 million (operating loss)
Net income for the current fiscal yearFiscal year ended March 2026 (non-consolidated): ¥4 million (net income attributable to owners of the parent)
Net assetsFiscal year ended March 2026 (non-consolidated): ¥1,817 million
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 loss on extinguishment of shares held in the absorbed company upon the merger is expected to arise (in the non-consolidated financial results for the fiscal year ending March 2027)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the 16th Annual General Meeting of Shareholders. The shareholders’ meeting to approve the merger is scheduled for 29 June 2026.
Management structure after acquisitionThere will be no changes to the Company’s name, location, title or name of its representative, business activities, capital or fiscal year-end as a result of this absorption-type merger. The Company plans to change its corporate name on 1 January 2027. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | アポロ精工株式会社 |
| Name of the Subject Company | アポロ精工株式会社 |
| Business Description of the Subject Company | Manufacture and sale of automatic soldering equipment and related equipment, and manufacture and sale of laser-related products |
| Location of the Subject Company | Gotemba, Shizuoka Prefecture |
| Capital Stock of the Subject Company | ¥99.2 million |
| Date of Establishment of the Subject Company | 25 August 1970 |
| Net Sales of the Subject Company | Fiscal year ended March 2026 (non-consolidated): ¥1,702 million |
| Operating Profit of the Subject Company | Fiscal year ended March 2026 (non-consolidated): loss of ¥57 million (operating loss) |
| Net Income of the Subject Company | Fiscal year ended March 2026 (non-consolidated): ¥4 million (net income attributable to owners of the parent) |
| Net Assets of the Subject Company | Fiscal year ended March 2026 (non-consolidated): ¥1,817 million |
| 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％ (after not disclosed) |
| Amount of extraordinary income (loss) | A loss on extinguishment of shares held in the absorbed company upon the merger is expected to arise (in the non-consolidated financial results for the fiscal year ending March 2027) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 25 May 2026 |
| Contract Date | 25 May 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | Approval at the 16th Annual General Meeting of Shareholders. The shareholders’ meeting to approve the merger is scheduled for 29 June 2026. |
| Management structure after acquisition | There will be no changes to the Company’s name, location, title or name of its representative, business activities, capital or fiscal year-end as a result of this absorption-type merger. The Company plans to change its corporate name on 1 January 2027. 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 Group’s businesses, the Company aims to streamline and improve operational efficiency and increase profitability by integrating the functions of its consolidated subsidiary.
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