Komori
M&A and Subsidiary Changes7279HI-LEX CORPORATIONAutomobiles and transportation equipment

Notice Regarding the Establishment of a European Regional Headquarters (Overseas Subsidiary)

The Company’s group has decided to establish TSK of Europe GmbH (tentative name), a European regional headquarters company, in Germany. The company will centrally manage the management functions and resources of the Group’s European operations and promote more efficient decision-making and business operations.

Worth reading
30Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
750000
Euro
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of a European regional headquarters company
CounterpartyTSK of America Inc.
Disclosing companyHI-LEX CORPORATION
TSK of Europe GmbH (tentative name)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

European regional headquarters company

Location Bavaria, Federal Republic of GermanyShare capital EUR 750,000 (equivalent to ¥139 million)Date of incorporation November 2026 (scheduled)
Impact on Business Performance

This matter will have no impact on results for the fiscal year ending October 2026. If any matter requiring disclosure arises concerning its future impact on results, the Company will promptly disclose it.

Procedures and assumptions
Management structure after acquisitionThe corporate name will be TSK of Europe GmbH (tentative name). Karen Zezula is scheduled to become CEO, Tadashi Adachi (安達忠史), President of HI-LEX Europe GmbH, is scheduled to become European CTO, and Paolo Pajardi, Vice President of HI-LEX Italy S.p.A., is scheduled to become European CFO. One representative director and one executive officer of the Company are scheduled to become directors. Employee treatment: Not disclosed.
This transaction
ItemDetails
Transaction nameEstablishment of a European regional headquarters company
Counterparty nameTSK of America Inc.
Name of the Subject CompanyTSK of Europe GmbH (tentative name)
Business Description of the Subject CompanyEuropean regional headquarters company
Location of the Subject CompanyBavaria, Federal Republic of Germany
Capital Stock of the Subject CompanyEUR 750,000 (equivalent to ¥139 million)
Date of Establishment of the Subject CompanyNovember 2026 (scheduled)
Voting rights ownership percentageAfter Indirect ownership: 100.0% (before not disclosed)
Impact on Business PerformanceThis matter will have no impact on results for the fiscal year ending October 2026. If any matter requiring disclosure arises concerning its future impact on results, the Company will promptly disclose it.
Date of board resolution7 August 2026
Execution Date / Effective DateNovember 2026 (scheduled)
Management structure after acquisitionThe corporate name will be TSK of Europe GmbH (tentative name). Karen Zezula is scheduled to become CEO, Tadashi Adachi (安達忠史), President of HI-LEX Europe GmbH, is scheduled to become European CTO, and Paolo Pajardi, Vice President of HI-LEX Italy S.p.A., is scheduled to become European CFO. One representative director and one executive officer of the Company are scheduled to become directors. Employee treatment: Not disclosed.
Items this document does not state (20)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.

To centrally manage the management functions and resources dispersed across the Group’s European operations, optimize the allocation of management resources, standardize business processes and technology platforms, strengthen coordination among operations, optimize investment decisions and the use of funds, accelerate decision-making, and strengthen governance.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Establishment of a European Regional Headquarters (Overseas Subsidiary) | HI-LEX CORPORATION (7279) timely disclosure | Komori