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How definitive the wording is.This transaction
This management integration (joint share transfer)CounterpartyHASHIMOTO SOGYO HOLDINGS CO.,LTD.
Disclosing companyAINAVO HOLDINGS Co.,Ltd.
Execution Date / Effective DateCurrently under discussion (a separate disclosure will be made once determined)
Target company
Holding company (sales and construction of interior and exterior building materials, residential equipment and other products), Holding company (wholesale of plumbing materials, residential equipment and other products)
Location Taito-ku, Tokyo, Chuo-ku, TokyoShare capital ¥896 million (as of 30 September 2025), ¥542 million (as of 31 March 2025)Date of incorporation 3 March 1955, 15 March 1938
Net Sales¥92,272 million (fiscal year ended September 2025), ¥165,339 million (fiscal year ended March 2025)
Operating profit¥2,531 million (fiscal year ended September 2025), ¥2,444 million (fiscal year ended March 2025)
Net income for the current fiscal year¥1,679 million (fiscal year ended September 2025), ¥2.890 million (fiscal year ended March 2025)
Net assets¥26,298 million (fiscal year ended September 2025), ¥32,317 million (fiscal year ended March 2025)
Consideration and expenses
Type of ConsiderationShares (a joint share transfer is contemplated; the allocation details have not been determined)
Impact on Business Performance
The impact of this matter on results for the current fiscal year has not been determined at this time.
Procedures and assumptions
Special CommitteeAn integration preparation committee is scheduled to be established. There is no mention of a special committee.
Management structure after acquisitionFollowing the integration, the companies aim to realize synergies in sales, distribution, products, administration and other areas while respecting the distinctiveness and brands of each business.
| Item | Details |
|---|---|
| Transaction name | This management integration (joint share transfer) |
| Counterparty name | HASHIMOTO SOGYO HOLDINGS CO.,LTD. |
| Name of the Subject Company | AINAVO HOLDINGS Co.,Ltd., HASHIMOTO SOGYO HOLDINGS CO.,LTD. |
| Business Description of the Subject Company | Holding company (sales and construction of interior and exterior building materials, residential equipment and other products), Holding company (wholesale of plumbing materials, residential equipment and other products) |
| Location of the Subject Company | Taito-ku, Tokyo, Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥896 million (as of 30 September 2025), ¥542 million (as of 31 March 2025) |
| Date of Establishment of the Subject Company | 3 March 1955, 15 March 1938 |
| Net Sales of the Subject Company | ¥92,272 million (fiscal year ended September 2025), ¥165,339 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥2,531 million (fiscal year ended September 2025), ¥2,444 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥1,679 million (fiscal year ended September 2025), ¥2.890 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥26,298 million (fiscal year ended September 2025), ¥32,317 million (fiscal year ended March 2025) |
| Type of Consideration | Shares (a joint share transfer is contemplated; the allocation details have not been determined) |
| Impact on Business Performance | The impact of this matter on results for the current fiscal year has not been determined at this time. |
| Execution Date / Effective Date | Currently under discussion (a separate disclosure will be made once determined) |
| Special Committee | An integration preparation committee is scheduled to be established. There is no mention of a special committee. |
| Management structure after acquisition | Following the integration, the companies aim to realize synergies in sales, distribution, products, administration and other areas while respecting the distinctiveness and brands of each business. |
Items this document does not state (16)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionConditions 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.Although the number of new housing starts is expected to decline, the shortage of skilled workers is expected to worsen, and the market is expected to contract over the long term due to population decline, demand for remodeling and renovation and needs related to environmental measures and energy efficiency are expanding. The companies aim to strengthen their competitiveness by combining their respective plumbing materials and equipment distribution businesses with their sales and construction functions in the interior, exterior and residential equipment fields, thereby establishing complementary relationships between their products and sales channels.
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