Worth reading
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How definitive the wording is.This transaction
This mergerCounterparty (target company)ファスキアホールディングス株式会社
Disclosing companyLEOCLAN 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
Management of Group companies
Location Meito-ku, Nagoya, Aichi PrefectureShare capital ¥90 millionDate of incorporation 17 March 1988
Net Sales¥635.936 million (fiscal year ended August 2025)
Operating profit¥356.940 million (fiscal year ended August 2025)
Net income for the current fiscal year¥476.179 million (fiscal year ended August 2025)
Net assets¥3,444.108 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allocated. No acquisition price is stated.
Type of ConsiderationNo consideration (no shares or other monetary consideration allocated)
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allocated)
Impact on Business Performance
The impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this merger qualifies as a simplified merger and a short-form merger, no shareholders' meeting will be held regarding the merger agreement.
Management structure after acquisitionThere will be no changes to the Company's corporate name, location, title or name of its representative, business activities, capital or fiscal year-end. ファスキアホールディングス株式会社 will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ファスキアホールディングス株式会社 |
| Name of the Subject Company | ファスキアホールディングス株式会社 |
| Business Description of the Subject Company | Management of Group companies |
| Location of the Subject Company | Meito-ku, Nagoya, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥90 million |
| Date of Establishment of the Subject Company | 17 March 1988 |
| Net Sales of the Subject Company | ¥635.936 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | ¥356.940 million (fiscal year ended August 2025) |
| Net Income of the Subject Company | ¥476.179 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | ¥3,444.108 million (fiscal year ended August 2025) |
| Acquisition price | No shares or other monetary consideration will be allocated. No acquisition price is stated. |
| Type of Consideration | No consideration (no shares or other monetary consideration allocated) |
| Merger ratio/share exchange ratio | Not applicable (no shares or other monetary consideration will be allocated) |
| Voting rights ownership percentage | Before 100.00% (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 13 July 2026 (scheduled) |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | As this merger qualifies as a simplified merger and a short-form merger, no shareholders' meeting will be held regarding the merger agreement. |
| Management structure after acquisition | There will be no changes to the Company's corporate name, location, title or name of its representative, business activities, capital or fiscal year-end. ファスキアホールディングス株式会社 will be dissolved. |
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.The merger is intended to consolidate the Group's management resources and integrate its business operations to improve management efficiency.
How to read this page
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