Worth reading
58In focus
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
121176
愛三工業 common shares to be delivered (shares, planned)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)テイケイ気化器株式会社
Disclosing companyAISAN INDUSTRY CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of automotive parts, motorcycle parts, outboard motor parts and other products
Location Toyota, Aichi PrefectureShare capital ¥72 millionDate of incorporation 14 May 1953
Net Sales¥7,988 million (fiscal year ended March 2025)
Operating profit¥207 million (fiscal year ended March 2025)
Net income for the current fiscal year¥179 million (fiscal year ended March 2025; net income attributable to owners of the parent)
Net assets¥1,286 million (fiscal year ended March 2025)
Consideration and expenses
Type of ConsiderationShares (121,176 shares of 愛三工業 common stock are scheduled to be delivered. Treasury shares will be used, and no new shares are scheduled to be issued.)
Merger ratio/share exchange ratio愛三工業 (company becoming the wholly owning parent in the share exchange): テイケイ気化器株式会社 (company becoming the wholly owned subsidiary in the share exchange) = 1:6.12. For each share of テイケイ気化器株式会社 common stock, 6.12 shares of 愛三工業 common stock will be delivered, and 愛三工業 will remain as the wholly owning parent company.
Impact on Business Performance
The impact of this share exchange on the consolidated results of 愛三工業 will be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method, discounted cash flow method (DCF method), and comparable company analysis (EV/EBIT and EV/EBITDA multiples)
Independent valuation institution名南M&A株式会社
Conditions Precedent to ExecutionApproval of the share exchange agreement at a shareholders' meeting of テイケイ気化器株式会社 (scheduled for 3 June 2026). On the 愛三工業 side, shareholder approval is not required because this is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionThere will be no changes to 愛三工業's name, location, title or name of its representative, business activities, stated capital or fiscal year-end as a result of this share exchange. Employee treatment is Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | テイケイ気化器株式会社 |
| Name of the Subject Company | テイケイ気化器株式会社 |
| Business Description of the Subject Company | Manufacture and sale of automotive parts, motorcycle parts, outboard motor parts and other products |
| Location of the Subject Company | Toyota, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥72 million |
| Date of Establishment of the Subject Company | 14 May 1953 |
| Net Sales of the Subject Company | ¥7,988 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥207 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥179 million (fiscal year ended March 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥1,286 million (fiscal year ended March 2025) |
| Type of Consideration | Shares (121,176 shares of 愛三工業 common stock are scheduled to be delivered. Treasury shares will be used, and no new shares are scheduled to be issued.) |
| Merger ratio/share exchange ratio | 愛三工業 (company becoming the wholly owning parent in the share exchange): テイケイ気化器株式会社 (company becoming the wholly owned subsidiary in the share exchange) = 1:6.12. For each share of テイケイ気化器株式会社 common stock, 6.12 shares of 愛三工業 common stock will be delivered, and 愛三工業 will remain as the wholly owning parent company. |
| Number of shares acquired | All issued shares of テイケイ気化器株式会社, excluding the shares held by 愛三工業. The number of shares and voting rights is Not disclosed |
| Voting rights ownership percentage | Before 86.25% (stated as the shareholding ratio) (after not disclosed) |
| Impact on Business Performance | The impact of this share exchange on the consolidated results of 愛三工業 will be immaterial. |
| Date of board resolution | 30 March 2026 |
| Contract Date | 30 March 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Valuation methodology | Market price method, discounted cash flow method (DCF method), and comparable company analysis (EV/EBIT and EV/EBITDA multiples) |
| Independent valuation institution | 名南M&A株式会社 |
| Conditions Precedent to Execution | Approval of the share exchange agreement at a shareholders' meeting of テイケイ気化器株式会社 (scheduled for 3 June 2026). On the 愛三工業 side, shareholder approval is not required because this is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | There will be no changes to 愛三工業's name, location, title or name of its representative, business activities, stated capital or fiscal year-end as a result of this share exchange. Employee treatment is Not disclosed |
Items this document does not state (9)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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 rebuild an optimal production structure in response to changes in the business environment in each region, based on the global production strategy of the medium-term management plan. By making テイケイ気化器株式会社 a wholly owned subsidiary, 愛三工業 aims to strengthen its ability to respond to market changes by accelerating decision-making.
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