Decision and Details
A share exchange under which AISAN INDUSTRY CO.,LTD. will be the wholly owning parent company and テイケイ気化器株式会社 will be the wholly owned subsidiary
After comprehensively considering the financial condition, asset position and outlook for future business activities of both companies, and following careful negotiations and discussions, the companies determined that the share exchange ratio was reasonable.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which AISAN INDUSTRY CO.,LTD. will be the wholly owning parent company and テイケイ気化器株式会社 will be the wholly owned subsidiary |
| Decision Date | 30 March 2026 (date of execution of the share exchange agreement and decision date) |
| Implementation Date | 1 July 2026 (scheduled effective date) |
| Amount | Value per share of the company's common stock: ¥1,983–¥2,235; value per share of テイケイ気化器株式会社's common stock: ¥12,312–¥13,340; annual dividend: ¥525 per share |
| Quantity / scale | Share exchange ratio: 6.12 shares of AISAN INDUSTRY CO.,LTD. common stock for each share of テイケイ気化器株式会社 common stock; number of shares to be delivered: 121,176 common shares (予定); issued shares of テイケイ気化器株式会社: 144,000 shares |
| Reason | After comprehensively considering the financial condition, asset position and outlook for future business activities of both companies, and following careful negotiations and discussions, the companies determined that the share exchange ratio was reasonable. |
| Governing Rule | Article 794, paragraph 1; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 234; Article 796, paragraphs 2 and 3; Article 795, paragraph 1; and Article 799, paragraph 1 of the Companies Act |
| Future plans | テイケイ気化器株式会社 is scheduled to hold a shareholders meeting by 30 June 2026 to obtain approval of this agreement and other required approvals. The share exchange is scheduled to become effective on 1 July 2026. |
Items this document does not state (4)
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.After comprehensively considering the financial condition, asset position and outlook for future business activities of both companies, the companies determined that the share exchange ratio was reasonable and would not disadvantage either company's shareholders.