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How definitive the wording is.This transaction
This merger (absorption-type merger)Counterparty (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¥2,828 million (fiscal year ended December 2025), ¥2,010 million (fiscal year ended December 2025), ¥737 million (fiscal year ended December 2025)
Operating profitOperating loss of ¥35 million (fiscal year ended December 2025), Operating profit of ¥100 million (fiscal year ended December 2025), Operating profit of ¥364 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of ¥30 million (fiscal year ended December 2025), Net income of ¥69 million (fiscal year ended December 2025), Net income of ¥243 million (fiscal year ended December 2025)
Net assetsNet assets of ¥994 million (fiscal year ended December 2025), Net assets of ¥721 million (fiscal year ended December 2025), Net assets of ¥507 million (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationNo consideration (No new shares will be issued and no merger consideration will be paid.)
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and a short-form merger, the merger is scheduled to proceed without obtaining approval at a shareholders' meeting in either case.
Management structure after acquisitionThere will be no changes to the Company's name, location, the titles or names of its representatives, business activities, capital or fiscal year-end. The 3 disappearing companies will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger (absorption-type 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 | ¥2,828 million (fiscal year ended December 2025), ¥2,010 million (fiscal year ended December 2025), ¥737 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥35 million (fiscal year ended December 2025), Operating profit of ¥100 million (fiscal year ended December 2025), Operating profit of ¥364 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of ¥30 million (fiscal year ended December 2025), Net income of ¥69 million (fiscal year ended December 2025), Net income of ¥243 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | Net assets of ¥994 million (fiscal year ended December 2025), Net assets of ¥721 million (fiscal year ended December 2025), Net assets of ¥507 million (fiscal year ended December 2025) |
| Type of Consideration | No consideration (No new shares will be issued and no merger consideration will be paid.) |
| Voting rights ownership percentage | Before 共和電業 owns 100% of each target company. (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 26 October 2026 |
| Contract Date | 26 October 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | As this is a simplified merger and a short-form merger, the merger is scheduled to proceed without obtaining approval at a shareholders' meeting in either case. |
| Management structure after acquisition | There will be no changes to the Company's name, location, the titles or names of its representatives, business activities, capital or fiscal year-end. The 3 disappearing companies will be dissolved. |
Items this document does not state (13)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender 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 merger is intended to enable a rapid response to rapidly changing market conditions and increasing orders by centralizing production and after-sales service functions within the Company. The Company aims to generate synergies through coordination among procurement, production, design and development, and after-sales services, improve management and capital efficiency, and strengthen governance.
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