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How definitive the wording is.This transaction
This merger (absorption merger (simplified and short-form merger))Counterparty (target company)飯田帝通株式会社
Disclosing companyTeikoku Tsushin Kogyo Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture of electronic components
Location Iida, Nagano PrefectureShare capital ¥60 millionDate of incorporation 2 May 1961
Net Sales¥424 million (fiscal year ended March 2026)
Operating profitOperating loss of ¥36 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥30 million (fiscal year ended March 2026)
Net assetsNet assets of minus ¥52 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo applicable matters.
Type of ConsiderationNo cash payment or share allotment (details of the allotment related to the merger: not applicable)
Merger ratio/share exchange ratioNot applicable. The merger will be conducted as an absorption merger with Teikoku Tsushin Kogyo Co.,Ltd. as the surviving company.
Impact on Business Performance
As this merger is with a wholly owned subsidiary of the company, its impact on the company's consolidated results will be immaterial.
Procedures and assumptions
Management structure after acquisitionThere will be no change to the company's name, head office location, representative, business activities, capital or fiscal year-end as a result of this merger.
| Item | Details |
|---|---|
| Transaction name | This merger (absorption merger (simplified and short-form merger)) |
| Counterparty name | 飯田帝通株式会社 |
| Name of the Subject Company | 飯田帝通株式会社 |
| Business Description of the Subject Company | Manufacture of electronic components |
| Location of the Subject Company | Iida, Nagano Prefecture |
| Capital Stock of the Subject Company | ¥60 million |
| Date of Establishment of the Subject Company | 2 May 1961 |
| Net Sales of the Subject Company | ¥424 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥36 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥30 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | Net assets of minus ¥52 million (fiscal year ended March 2026) |
| Acquisition price | No applicable matters. |
| Type of Consideration | No cash payment or share allotment (details of the allotment related to the merger: not applicable) |
| Merger ratio/share exchange ratio | Not applicable. The merger will be conducted as an absorption merger with Teikoku Tsushin Kogyo Co.,Ltd. as the surviving company. |
| Voting rights ownership percentage | Before 100.0% (after not disclosed) |
| Impact on Business Performance | As this merger is with a wholly owned subsidiary of the company, its impact on the company's consolidated results will be immaterial. |
| Date of board resolution | 12 May 2026 |
| Contract Date | 13 May 2026 (Wednesday) (scheduled) |
| Execution Date / Effective Date | 1 July 2026 (Wednesday) (scheduled) |
| Management structure after acquisition | There will be no change to the company's name, head office location, representative, business activities, capital or fiscal year-end as a result of this merger. |
Items this document does not state (12)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 company stated that it will promote the effective use of management resources and improve management efficiency in order to accelerate the strengthening of its organizational capabilities set out in its Medium-Term Management Plan 2030, thereby creating and maximizing synergies and strengthening its management foundation.
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