Komori
M&A and Subsidiary Changes7318SERENDIP HOLDINGS Co.,Ltd.Automobiles and transportation equipment

Notice Regarding the Acquisition of Shares in NIKKEN SANGYO by Our Subsidiary (Making It a Subsidiary)

A special-purpose company established by our subsidiary will acquire 100% of the shares of 日建産業, making it a wholly owned subsidiary. This will bring the construction equipment-related business and sales and production bases in the Kansai region into our Group.

Worth reading
57In 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
4241
Millions of yen
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
Counterparty日建コラボレーションスクエア株式会社
Disclosing companySERENDIP HOLDINGS Co.,Ltd.
日建産業株式会社Voting rights ownership percentageNumber of shares acquired 3,000,000 shares (number of voting rights: 3,000,000)

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

Manufacture and sale of lined steel pipes for water supply and drainage Manufacture and sale of construction equipment parts, primarily products for hydraulic excavator and crane manufacturers

Location Osaka City, Osaka PrefectureShare capital ¥90 millionDate of incorporation 1 December 2021
Net Sales¥9,524 million (fiscal year ending March 2026)
Operating profit¥689 million (fiscal year ending March 2026)
Net income for the current fiscal year¥466 million (fiscal year ending March 2026)
Net assets¥1,721 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥3,941 million for the common shares of 日建産業株式会社
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥300 million
Type of ConsiderationCash (the acquisition price is stated as ¥3,941 million)
Impact on Business Performance

The impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review.

Procedures and assumptions
Management structure after acquisitionThe current representative director and president, Hamaguchi Takehiro (濵口健宏), is expected to remain in position as representative director and president. Mizuta Yuki (水田裕木) from our company is expected to become a director and CFO of 日建産業.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty name日建コラボレーションスクエア株式会社
Name of the Subject Company日建産業株式会社
Business Description of the Subject CompanyManufacture and sale of lined steel pipes for water supply and drainage Manufacture and sale of construction equipment parts, primarily products for hydraulic excavator and crane manufacturers
Location of the Subject CompanyOsaka City, Osaka Prefecture
Capital Stock of the Subject Company¥90 million
Date of Establishment of the Subject Company1 December 2021
Net Sales of the Subject Company¥9,524 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥689 million (fiscal year ending March 2026)
Net Income of the Subject Company¥466 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥1,721 million (fiscal year ending March 2026)
Acquisition price¥3,941 million for the common shares of 日建産業株式会社
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥300 million
Type of ConsiderationCash (the acquisition price is stated as ¥3,941 million)
Number of shares acquired3,000,000 shares (number of voting rights: 3,000,000)
Voting rights ownership percentageBefore -% → after 100.0%
Impact on Business PerformanceThe impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review.
Date of board resolution11 June 2026
Contract Date11 June 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Management structure after acquisitionThe current representative director and president, Hamaguchi Takehiro (濵口健宏), is expected to remain in position as representative director and president. Mizuta Yuki (水田裕木) from our company is expected to become a director and CFO of 日建産業.
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 enter the construction equipment sector, which is adjacent to the automotive industry and shares common structural components and processing technologies, thereby expanding our business scope and earnings opportunities. We will also create synergies by leveraging 日建産業’s customer base, supply capacity, procurement network in South Korea, and bases in the Kansai region.

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Notice Regarding the Acquisition of Shares in NIKKEN SANGYO by Our Subsidiary (Making It a Subsidiary) | SERENDIP HOLDINGS Co.,Ltd. (7318) timely disclosure | Komori