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How definitive the wording is.This transaction
This merger (absorption-type merger)Counterparty (target company)セレンディップ・オートモーティブ株式会社, 三井屋工業株式会社, エクセル株式会社
Disclosing companySERENDIP HOLDINGS Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Development of and sales activities for automotive-related products, including parts, accessories and completed vehicles, Manufacture of automotive interior and exterior components, Development, manufacture and sale of automotive-related components Development, manufacture and sale of synthetic resin products and other products
Location Toyota, Aichi Prefecture, Toyota, Aichi Prefecture, Chuo-ku, TokyoShare capital ¥135 million, ¥75 million, ¥80 millionDate of incorporation 27 September 2024, 24 February 1948, 23 February 1970
Net Sales¥57 million (fiscal year ended March 2026), ¥11,182 million (fiscal year ended March 2026), ¥6,709 million (fiscal year ended March 2026)
Operating profit-¥25 million (fiscal year ended March 2026), ¥621 million (fiscal year ended March 2026), ¥198 million (fiscal year ended March 2026)
Net income for the current fiscal year¥175 million (fiscal year ended March 2026), ¥535 million (fiscal year ended March 2026), ¥389 million (fiscal year ended March 2026)
Net assets¥3,213 million (fiscal year ended March 2026), ¥3,473 million (fiscal year ended March 2026), ¥9,107 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo new shares will be issued and no cash or other consideration will be paid in connection with the merger.
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Merger ratio/share exchange ratioNot applicable (no merger ratio disclosed)
Funding arrangementsNot applicable (no cash or other consideration will be paid in connection with the merger)
Impact on Business Performance
As this is an absorption-type merger between consolidated subsidiaries, the impact on consolidated results will be minor.
Procedures and assumptions
Management structure after acquisitionThere will be no changes to the surviving company's corporate name, location, representative's title or name, business activities, capital or fiscal year-end as a result of the merger. Toward full integration on 1 April 2027, the Company will promote integrated management, including its production operations, under a four-division structure comprising the Business Division, Engineering Division, Corporate Division and Manufacturing Division. It will proceed with the consolidation of distribution channels, the integration of production, shipping and quality-assurance systems, and the transition to a new administrative infrastructure covering accounting, finance and IT.
| Item | Details |
|---|---|
| Transaction name | This merger (absorption-type merger) |
| Counterparty name | セレンディップ・オートモーティブ株式会社, 三井屋工業株式会社, エクセル株式会社 |
| Name of the Subject Company | セレンディップ・オートモーティブ株式会社, 三井屋工業株式会社, エクセル株式会社 |
| Business Description of the Subject Company | Development of and sales activities for automotive-related products, including parts, accessories and completed vehicles, Manufacture of automotive interior and exterior components, Development, manufacture and sale of automotive-related components Development, manufacture and sale of synthetic resin products and other products |
| Location of the Subject Company | Toyota, Aichi Prefecture, Toyota, Aichi Prefecture, Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥135 million, ¥75 million, ¥80 million |
| Date of Establishment of the Subject Company | 27 September 2024, 24 February 1948, 23 February 1970 |
| Net Sales of the Subject Company | ¥57 million (fiscal year ended March 2026), ¥11,182 million (fiscal year ended March 2026), ¥6,709 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | -¥25 million (fiscal year ended March 2026), ¥621 million (fiscal year ended March 2026), ¥198 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥175 million (fiscal year ended March 2026), ¥535 million (fiscal year ended March 2026), ¥389 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥3,213 million (fiscal year ended March 2026), ¥3,473 million (fiscal year ended March 2026), ¥9,107 million (fiscal year ended March 2026) |
| Acquisition price | No new shares will be issued and no cash or other consideration will be paid in connection with the merger. |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be paid in connection with the merger) |
| Merger ratio/share exchange ratio | Not applicable (no merger ratio disclosed) |
| Number of shares acquired | Not applicable (no new shares will be issued in connection with the merger) |
| Voting rights ownership percentage | Before The Company: 100% (on a voting-rights basis, in セレンディップ・オートモーティブ株式会社) / セレンディップ・オートモーティブ株式会社: 100% (on a voting-rights basis, in 三井屋工業株式会社 and エクセル株式会社) (after not disclosed) |
| Funding arrangements | Not applicable (no cash or other consideration will be paid in connection with the merger) |
| Impact on Business Performance | As this is an absorption-type merger between consolidated subsidiaries, the impact on consolidated results will be minor. |
| Date of board resolution | 20 October 2026 |
| Contract Date | 25 December 2026 (予定) |
| Execution Date / Effective Date | 1 April 2027 (予定) |
| Management structure after acquisition | There will be no changes to the surviving company's corporate name, location, representative's title or name, business activities, capital or fiscal year-end as a result of the merger. Toward full integration on 1 April 2027, the Company will promote integrated management, including its production operations, under a four-division structure comprising the Business Division, Engineering Division, Corporate Division and Manufacturing Division. It will proceed with the consolidation of distribution channels, the integration of production, shipping and quality-assurance systems, and the transition to a new administrative infrastructure covering accounting, finance and IT. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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.The merger is intended to integrate the businesses and management resources of 三井屋工業 and エクセル, accelerate decision-making under a single management structure, and optimize the allocation of management resources. It also aims to improve operational efficiency and strengthen organizational capabilities by integrating the personnel and administrative functions currently distributed between the two companies.
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