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M&A and Subsidiary Changes7570HASHIMOTO SOGYO HOLDINGS CO.,LTD.Trading & Wholesale

Notice Regarding the Commencement of Discussions toward a Management Integration through the Establishment of a Joint Holding Company (Share Transfer) by HASHIMOTO SOGYO HOLDINGS CO.,LTD. and AINAVO HOLDINGS Co.,Ltd.

HASHIMOTO SOGYO HOLDINGS CO.,LTD. and AINAVO HOLDINGS Co.,Ltd. have begun considering a business integration through a share transfer to establish a joint holding company on an equal footing. The specific integration ratio, the name and location of the new company, the effective date and other details have not yet been determined.

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This transaction

This management integration (joint share transfer)
Counterparty (target company)HASHIMOTO SOGYO HOLDINGS CO.,LTD., AINAVO HOLDINGS Co.,Ltd.
Disclosing companyHASHIMOTO SOGYO HOLDINGS CO.,LTD.
Subject of this transaction
Execution Date / Effective DateThe effective date of the business integration and other specific dates are currently being coordinated and will be disclosed separately once determined.
Target company

Holding company (wholesale of plumbing and equipment materials, residential equipment and related products), Holding company (sales and construction of interior and exterior building materials, residential equipment and related products)

Location 14-7 Nihombashi Kodenmacho, Chuo-ku, Tokyo, 4th Floor, Tokyo Nissan Taito Building, 2-6-6 Motoasakusa, Taito-ku, TokyoShare capital ¥542 million (as of 31 March 2025), ¥896 million (as of 30 September 2025)Date of incorporation 15 March 1938, 3 March 1955
Net Sales¥165,339 million (fiscal year ended March 2025), ¥92,272 million (fiscal year ended September 2025)
Operating profit¥2,444 million (fiscal year ended March 2025), ¥2,531 million (fiscal year ended September 2025)
Net income for the current fiscal year¥2.890 million (fiscal year ended March 2025), ¥1,679 million (fiscal year ended September 2025)
Net assets¥32,317 million (fiscal year ended March 2025), ¥26,298 million (fiscal year ended September 2025)
Consideration and expenses
Type of ConsiderationShares (joint share transfer)
Merger ratio/share exchange ratioIntegration ratio: undetermined
Tender offer priceNot applicable (no tender offer is currently contemplated)
Minimum number of shares to be purchasedNot applicable (no tender offer is currently contemplated)
Tender offer periodNot applicable (no tender offer is currently contemplated)
Impact on Business Performance

The impact of this matter on the current fiscal year's results has not yet been determined.

Procedures and assumptions
Management structure after acquisitionFollowing the integration, the companies aim to generate synergies in sales, distribution, products and management while continuing to respect the distinct characteristics and brands of their respective businesses. The joint holding company is expected to be listed on the Tokyo Stock Exchange, while both companies are expected to be delisted.
This transaction
ItemDetails
Transaction nameThis management integration (joint share transfer)
Counterparty nameHASHIMOTO SOGYO HOLDINGS CO.,LTD., AINAVO HOLDINGS Co.,Ltd.
Name of the Subject CompanyHASHIMOTO SOGYO HOLDINGS CO.,LTD., AINAVO HOLDINGS Co.,Ltd.
Business Description of the Subject CompanyHolding company (wholesale of plumbing and equipment materials, residential equipment and related products), Holding company (sales and construction of interior and exterior building materials, residential equipment and related products)
Location of the Subject Company14-7 Nihombashi Kodenmacho, Chuo-ku, Tokyo, 4th Floor, Tokyo Nissan Taito Building, 2-6-6 Motoasakusa, Taito-ku, Tokyo
Capital Stock of the Subject Company¥542 million (as of 31 March 2025), ¥896 million (as of 30 September 2025)
Date of Establishment of the Subject Company15 March 1938, 3 March 1955
Net Sales of the Subject Company¥165,339 million (fiscal year ended March 2025), ¥92,272 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥2,444 million (fiscal year ended March 2025), ¥2,531 million (fiscal year ended September 2025)
Net Income of the Subject Company¥2.890 million (fiscal year ended March 2025), ¥1,679 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥32,317 million (fiscal year ended March 2025), ¥26,298 million (fiscal year ended September 2025)
Type of ConsiderationShares (joint share transfer)
Merger ratio/share exchange ratioIntegration ratio: undetermined
Tender offer priceNot applicable (no tender offer is currently contemplated)
Minimum number of shares to be purchasedNot applicable (no tender offer is currently contemplated)
Tender offer periodNot applicable (no tender offer is currently contemplated)
Impact on Business PerformanceThe impact of this matter on the current fiscal year's results has not yet been determined.
Execution Date / Effective DateThe effective date of the business integration and other specific dates are currently being coordinated and will be disclosed separately once determined.
Management structure after acquisitionFollowing the integration, the companies aim to generate synergies in sales, distribution, products and management while continuing to respect the distinct characteristics and brands of their respective businesses. The joint holding company is expected to be listed on the Tokyo Stock Exchange, while both companies are expected to be delisted.
Items this document does not state (13)
Acquisition priceExpenses other than the acquisition priceNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation 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.

In the housing-related industry, the number of new housing starts is declining and the shortage of skilled workers is becoming more acute, while the market is also expected to contract in the future as a result of population decline. At the same time, demand for renovation and renewal and needs related to environmental measures and energy efficiency are expanding. The companies aim to combine their respective strengths in the distribution of piping materials and equipment and in sales and construction functions in the interior, exterior and residential equipment fields, thereby enhancing the complementary relationship between their products and sales channels and their overall competitiveness in residential environment infrastructure.

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Notice Regarding the Commencement of Discussions toward a Management Integration through the Establishment of a Joint Holding Company (Share Transfer) by HASHIMOTO SOGYO HOLDINGS CO.,LTD. and AINAVO HOLDINGS Co.,Ltd. | HASHIMOTO SOGYO HOLDINGS CO.,LTD. (7570) timely disclosure | Komori