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This mergerCounterparty (target company)株式会社 山形共和電業, 株式会社 甲府共和電業, 株式会社 共和サービスセンター
Disclosing companyKYOWA ELECTRONIC INSTRUMENTS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture of gauges, including strain gauges, and transducers, including load cells, pressure sensors, acceleration sensors, torque sensors and displacement sensors., Production of measuring instruments, including dynamic and static strain measuring instruments, equipment instrumentation, recorders and system products., Calibration, inspection, repair and maintenance of sensors and measuring instruments; sale of maintenance parts; and issuance of traceability and calibration certificates.
Location Higashine, Yamagata Prefecture, Kofu, Yamanashi Prefecture, Chofu, TokyoShare capital ¥100 million, ¥20 million, ¥30 millionDate of incorporation 1 October 1973, 13 May 1986, 23 January 1995
Net Sales株式会社 山形共和電業: ¥2,828 million (fiscal year ended December 2025, non-consolidated), 株式会社 甲府共和電業: ¥2,010 million (fiscal year ended December 2025, non-consolidated), 株式会社 共和サービスセンター: ¥737 million (fiscal year ended December 2025, non-consolidated)
Operating profit株式会社 山形共和電業: operating loss of ¥35 million (fiscal year ended December 2025, non-consolidated), 株式会社 甲府共和電業: operating profit of ¥100 million (fiscal year ended December 2025, non-consolidated), 株式会社 共和サービスセンター: operating profit of ¥364 million (fiscal year ended December 2025, non-consolidated)
Net income for the current fiscal year株式会社 山形共和電業: net loss of ¥30 million (fiscal year ended December 2025, non-consolidated), 株式会社 甲府共和電業: net income of ¥69 million (fiscal year ended December 2025, non-consolidated), 株式会社 共和サービスセンター: net income of ¥243 million (fiscal year ended December 2025, non-consolidated)
Net assets株式会社 山形共和電業: net assets of ¥994 million (fiscal year ended December 2025, non-consolidated), 株式会社 甲府共和電業: net assets of ¥721 million (fiscal year ended December 2025, non-consolidated), 株式会社 共和サービスセンター: net assets of ¥507 million (fiscal year ended December 2025, non-consolidated)
Consideration and expenses
Type of ConsiderationNo consideration (no new shares will be issued and no merger consideration will be paid in connection with the Merger)
Merger ratio/share exchange ratioNot applicable (as this is a merger with wholly owned subsidiaries, no new shares will be issued and no merger consideration will be paid). 株式会社 共和電業 will be the surviving company in the absorption-type merger.
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionFor the Company, the Merger constitutes a simplified merger under Article 796, Paragraph 2 of the Companies Act, and for the 3 disappearing companies, it constitutes an abbreviated merger under Article 784, Paragraph 1 of the Companies Act. Accordingly, the Merger is scheduled to proceed without approval resolutions at shareholders' meetings.
Management structure after acquisitionThe Company will be the surviving company in the absorption-type merger, and 株式会社 山形共和電業, 株式会社 甲府共和電業 and 株式会社 共和サービスセンター will be dissolved. The Company's name, location, titles and names of its representative, business activities, stated capital and fiscal year-end will not change as a result of the Merger. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社 山形共和電業, 株式会社 甲府共和電業, 株式会社 共和サービスセンター |
| Name of the Subject Company | 株式会社 山形共和電業, 株式会社 甲府共和電業, 株式会社 共和サービスセンター |
| Business Description of the Subject Company | Manufacture of gauges, including strain gauges, and transducers, including load cells, pressure sensors, acceleration sensors, torque sensors and displacement sensors., Production of measuring instruments, including dynamic and static strain measuring instruments, equipment instrumentation, recorders and system products., Calibration, inspection, repair and maintenance of sensors and measuring instruments; sale of maintenance parts; and issuance of traceability and calibration certificates. |
| Location of the Subject Company | Higashine, Yamagata Prefecture, Kofu, Yamanashi Prefecture, Chofu, Tokyo |
| Capital Stock of the Subject Company | ¥100 million, ¥20 million, ¥30 million |
| Date of Establishment of the Subject Company | 1 October 1973, 13 May 1986, 23 January 1995 |
| Net Sales of the Subject Company | 株式会社 山形共和電業: ¥2,828 million (fiscal year ended December 2025, non-consolidated), 株式会社 甲府共和電業: ¥2,010 million (fiscal year ended December 2025, non-consolidated), 株式会社 共和サービスセンター: ¥737 million (fiscal year ended December 2025, non-consolidated) |
| Operating Profit of the Subject Company | 株式会社 山形共和電業: operating loss of ¥35 million (fiscal year ended December 2025, non-consolidated), 株式会社 甲府共和電業: operating profit of ¥100 million (fiscal year ended December 2025, non-consolidated), 株式会社 共和サービスセンター: operating profit of ¥364 million (fiscal year ended December 2025, non-consolidated) |
| Net Income of the Subject Company | 株式会社 山形共和電業: net loss of ¥30 million (fiscal year ended December 2025, non-consolidated), 株式会社 甲府共和電業: net income of ¥69 million (fiscal year ended December 2025, non-consolidated), 株式会社 共和サービスセンター: net income of ¥243 million (fiscal year ended December 2025, non-consolidated) |
| Net Assets of the Subject Company | 株式会社 山形共和電業: net assets of ¥994 million (fiscal year ended December 2025, non-consolidated), 株式会社 甲府共和電業: net assets of ¥721 million (fiscal year ended December 2025, non-consolidated), 株式会社 共和サービスセンター: net assets of ¥507 million (fiscal year ended December 2025, non-consolidated) |
| Type of Consideration | No consideration (no new shares will be issued and no merger consideration will be paid in connection with the Merger) |
| Merger ratio/share exchange ratio | Not applicable (as this is a merger with wholly owned subsidiaries, no new shares will be issued and no merger consideration will be paid). 株式会社 共和電業 will be the surviving company in the absorption-type merger. |
| Voting rights ownership percentage | Before 100% for all 3 companies, as of 30 June 2026 (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 27 July 2026 |
| Contract Date | Basic agreement on the merger: end of July 2026 (scheduled) / Absorption-type merger agreement: October 2026 (scheduled) |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | For the Company, the Merger constitutes a simplified merger under Article 796, Paragraph 2 of the Companies Act, and for the 3 disappearing companies, it constitutes an abbreviated merger under Article 784, Paragraph 1 of the Companies Act. Accordingly, the Merger is scheduled to proceed without approval resolutions at shareholders' meetings. |
| Management structure after acquisition | The Company will be the surviving company in the absorption-type merger, and 株式会社 山形共和電業, 株式会社 甲府共和電業 and 株式会社 共和サービスセンター will be dissolved. The Company's name, location, titles and names of its representative, business activities, stated capital and fiscal year-end will not change as a result of the Merger. Employee treatment: Not disclosed. |
Items this document does not state (12)
Acquisition priceExpenses 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 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 strengthen the Company's ability to respond to demand and enhance the Group's competitiveness, as orders in the aerospace, defense and nuclear power sectors have increased substantially while market conditions have changed due to geopolitical risks. The Company aims to generate synergies through coordination among production, design and development, and after-sales services, optimize the allocation of management resources, and improve governance, capital efficiency and management efficiency.
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