Worth reading
37Immaterial
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
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社伊万里鉄鋼センター
Disclosing companyNamura Shipbuilding Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Unloading, sorting, storing and processing steel materials used in shipbuilding, among other activities
Location Imari, Saga PrefectureShare capital ¥200 millionDate of incorporation 8 February 1973
Net Sales¥569 million (fiscal year ending March 2026, non-consolidated)
Operating profit¥34 million (fiscal year ending March 2026, non-consolidated)
Net income for the current fiscal year¥29 million (fiscal year ending March 2026, non-consolidated)
Net assets¥574 million (fiscal year ending March 2026, non-consolidated)
Consideration and expenses
Acquisition priceNot applicable (no shares or other assets will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other assets will be allocated in connection with this merger)
Merger ratio/share exchange ratioNot applicable (this is a merger with a wholly owned subsidiary, and no shares or other assets will be allocated)
Impact on Business Performance
The impact of this matter on the Company's consolidated results is expected to be minor.
Procedures and assumptions
Conditions Precedent to ExecutionAs this qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act, the merger is予定 to be carried out without obtaining approval of the absorption merger agreement at a shareholders' meeting.
Management structure after acquisitionThere will be no changes following the merger to the Company's name, location, titles and names of its representative, business activities, capital or fiscal year-end. Employee treatment is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社伊万里鉄鋼センター |
| Name of the Subject Company | 株式会社伊万里鉄鋼センター |
| Business Description of the Subject Company | Unloading, sorting, storing and processing steel materials used in shipbuilding, among other activities |
| Location of the Subject Company | Imari, Saga Prefecture |
| Capital Stock of the Subject Company | ¥200 million |
| Date of Establishment of the Subject Company | 8 February 1973 |
| Net Sales of the Subject Company | ¥569 million (fiscal year ending March 2026, non-consolidated) |
| Operating Profit of the Subject Company | ¥34 million (fiscal year ending March 2026, non-consolidated) |
| Net Income of the Subject Company | ¥29 million (fiscal year ending March 2026, non-consolidated) |
| Net Assets of the Subject Company | ¥574 million (fiscal year ending March 2026, non-consolidated) |
| Acquisition price | Not applicable (no shares or other assets will be allocated in connection with this merger) |
| Type of Consideration | No consideration (no shares or other assets will be allocated in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (this is a merger with a wholly owned subsidiary, and no shares or other assets will be allocated) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | The impact of this matter on the Company's consolidated results is expected to be minor. |
| Date of board resolution | 30 September 2026 |
| Contract Date | 1 October 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | As this qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act, the merger is予定 to be carried out without obtaining approval of the absorption merger agreement at a shareholders' meeting. |
| Management structure after acquisition | There will be no changes following the merger to the Company's name, location, titles and names of its representative, business activities, capital or fiscal year-end. Employee treatment is Not disclosed. |
Items this document does not state (11)
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 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.To operate in an integrated manner the functions of unloading and storing, processing, and quality assurance for steel materials used in shipbuilding, and to make effective use of management resources. Through the merger, the Company aims to speed up decision-making, optimize the allocation of management resources, secure and develop human resources, and improve the efficiency of the manufacturing process, thereby promoting growth in the new shipbuilding business and enhancing corporate value.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.