Worth reading
82Important
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
207154136
Shares (予定 number of common shares to be issued by the joint holding company)Wording
Conditional
How definitive the wording is.Decision and Details
The boards of directors of both companies (10 November 2025) and the general meetings of shareholders to be held in the futureEstablishment of NOK Group Co., Ltd. through a joint share transfer
Decision10 November 2025 (determination of the share transfer ratio and execution of the management integration agreement) / 21 May 2026 (execution of the memorandum of understanding and amendment of the share transfer plan)
Period CoveredThe joint holding company structure from 1 October 2026 onward. For the stock compensation plan, the period from 1 October 2026 through the end of March 2029, among other periods
Implementation1 October 2026 (scheduled; effective date and establishment date of the joint holding company)
Going forwardAn annual general meeting of shareholders is scheduled to be held in late June 2026 to approve the share transfer plan. Both companies are scheduled to be delisted on 29 September 2026. The joint holding company is scheduled to be established on 1 October 2026 and technically listed on the Tokyo Stock Exchange Prime Market.
AmountThe joint holding company's stated capital will be ¥5 billion, its capital surplus ¥370 billion and its earned surplus reserve ¥0. NOK may pay dividends of up to ¥65 per share based on the record date of 31 March 2026 and up to ¥70 per share based on the record date of 30 September 2026; the same applies to EAGLE INDUSTRY CO.,LTD. NOK's acquisition of treasury shares will be capped at ¥30 billion in total.
Quantity / scaleThe share transfer ratio is 1.00 for NOK and 1.00 for EAGLE INDUSTRY CO.,LTD. The joint holding company is scheduled to issue 207,154,136 common shares. The share unit is 100 shares. Both companies are scheduled to be delisted on 29 September 2026.
Reason
To establish a joint holding company that will make both companies its wholly owned subsidiaries. A third-party valuation institution, legal advisers and a special committee were engaged to ensure the fairness of the share transfer ratio.
Impact on Business Performance
The impact on earnings of the synergies expected from the management integration is difficult to estimate specifically at this stage and has not been incorporated into the financial forecasts underlying the calculations or into the calculations by the third-party valuation institution.
| Item | Details |
|---|---|
| Matter Covered | Establishment of NOK Group Co., Ltd. through a joint share transfer |
| Decision-Making Body | The boards of directors of both companies (10 November 2025) and the general meetings of shareholders to be held in the future |
| Decision Date | 10 November 2025 (determination of the share transfer ratio and execution of the management integration agreement) / 21 May 2026 (execution of the memorandum of understanding and amendment of the share transfer plan) |
| Implementation Date | 1 October 2026 (scheduled; effective date and establishment date of the joint holding company) |
| Period Covered | The joint holding company structure from 1 October 2026 onward. For the stock compensation plan, the period from 1 October 2026 through the end of March 2029, among other periods |
| Amount | The joint holding company's stated capital will be ¥5 billion, its capital surplus ¥370 billion and its earned surplus reserve ¥0. NOK may pay dividends of up to ¥65 per share based on the record date of 31 March 2026 and up to ¥70 per share based on the record date of 30 September 2026; the same applies to EAGLE INDUSTRY CO.,LTD. NOK's acquisition of treasury shares will be capped at ¥30 billion in total. |
| Quantity / scale | The share transfer ratio is 1.00 for NOK and 1.00 for EAGLE INDUSTRY CO.,LTD. The joint holding company is scheduled to issue 207,154,136 common shares. The share unit is 100 shares. Both companies are scheduled to be delisted on 29 September 2026. |
| Impact on Business Performance | The impact on earnings of the synergies expected from the management integration is difficult to estimate specifically at this stage and has not been incorporated into the financial forecasts underlying the calculations or into the calculations by the third-party valuation institution. |
| Reason | To establish a joint holding company that will make both companies its wholly owned subsidiaries. A third-party valuation institution, legal advisers and a special committee were engaged to ensure the fairness of the share transfer ratio. |
| Governing Rule | Article 803, paragraph 1 of the Companies Act; Article 206 of the Ordinance for Enforcement of the Companies Act; Article 773, paragraph 1, items 5 and 6 of the Companies Act; Article 52 of the Ordinance on Company Accounting; Article 192, paragraph 1 of the Companies Act; Article 234 of the Companies Act; Article 806, paragraph 1 of the Companies Act; and Article 441 of the Securities Listing Regulations of the Tokyo Stock Exchange |
| Related previous disclosures | “Execution of an Integration Agreement and Preparation of a Share Transfer Plan Concerning the Management Integration of NOK Corporation and EAGLE INDUSTRY CO.,LTD. through the Establishment of a Joint Holding Company (Share Transfer),” dated 10 November 2025 |
| Future plans | An annual general meeting of shareholders is scheduled to be held in late June 2026 to approve the share transfer plan. Both companies are scheduled to be delisted on 29 September 2026. The joint holding company is scheduled to be established on 1 October 2026 and technically listed on the Tokyo Stock Exchange Prime Market. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.NOK and EAGLE INDUSTRY CO.,LTD. will carry out the share transfer to integrate their management by establishing a joint holding company that will make both companies its wholly owned subsidiaries. They state that the share transfer ratio was determined based on the calculations of a third-party valuation institution, advice from legal advisers, the recommendations of the special committee, and the companies' financial conditions, performance trends and future outlook, among other factors.
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