Worth reading
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How definitive the wording is.This transaction
This mergerCounterparty (target company)明豊商事株式会社
Disclosing companyO-WELL CORPORATION
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
Paint sales
Location Mito, Ibaraki PrefectureShare capital ¥10 millionDate of incorporation May 1964
Net Sales¥401 million (fiscal year ended August 2025)
Operating profit¥7 million operating loss (fiscal year ended August 2025)
Net income for the current fiscal year¥155 million net loss (fiscal year ended August 2025)
Net assets¥364 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated)
Type of ConsiderationNo consideration (no shares, cash or other consideration will be allocated)
Merger ratio/share exchange ratioNot applicable (this is an absorption-type merger of the Company's wholly owned subsidiary, and no shares, cash or other consideration will be allocated)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholders' meeting will be held to approve the merger agreement (simplified merger under Article 796, paragraph 2 of the Companies Act).
Management structure after acquisitionFollowing this merger, there will be no change to the Company's name, location, title or name of its representative, business activities, capital or fiscal year-end. 明豊商事株式会社 will be dissolved. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 明豊商事株式会社 |
| Name of the Subject Company | 明豊商事株式会社 |
| Business Description of the Subject Company | Paint sales |
| Location of the Subject Company | Mito, Ibaraki Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | May 1964 |
| Net Sales of the Subject Company | ¥401 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | ¥7 million operating loss (fiscal year ended August 2025) |
| Net Income of the Subject Company | ¥155 million net loss (fiscal year ended August 2025) |
| Net Assets of the Subject Company | ¥364 million (fiscal year ended August 2025) |
| Acquisition price | Not applicable (no shares, cash or other consideration will be allocated) |
| Type of Consideration | No consideration (no shares, cash or other consideration will be allocated) |
| Merger ratio/share exchange ratio | Not applicable (this is an absorption-type merger of the Company's wholly owned subsidiary, and no shares, cash or other consideration will be allocated) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 14 October 2026 |
| Contract Date | 15 October 2026 (予定) |
| Execution Date / Effective Date | 1 April 2027 (予定) |
| Conditions Precedent to Execution | No shareholders' meeting will be held to approve the merger agreement (simplified merger under Article 796, paragraph 2 of the Companies Act). |
| Management structure after acquisition | Following this merger, there will be no change to the Company's name, location, title or name of its representative, business activities, capital or fiscal year-end. 明豊商事株式会社 will be dissolved. Employee treatment: Not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 expand the domestic paint sales business within the coatings-related business, expand the value offered to 明豊商事株式会社's customers, and improve the efficiency of management resources.
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