Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
26.4
Percentage of shares held relative to total shares issued (%)Wording
Conditional
How definitive the wording is.This transaction
Share acquisition (making the company an equity-method affiliate)CounterpartyName of counterparty
Disclosing companyHIRAYAMA HOLDINGS Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Welding construction, and the manufacture and sale of welding materials and environment-related equipment
Location Kakogawa, Hyogo PrefectureShare capital ¥484 millionDate of incorporation 26 January 1950
Net Sales¥10,539 million (fiscal year ended March 2025)
Operating profit¥635 million (fiscal year ended March 2025)
Net income for the current fiscal year¥467 million (fiscal year ended March 2025)
Net assets¥7,654 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot disclosed following discussions with the counterparty
Impact on Business Performance
The impact of this transaction on the Company's consolidated results will be disclosed once determined.
Procedures and assumptions
Valuation methodologyShare valuation by an external expert
Conditions Precedent to ExecutionApproval by the Japan Fair Trade Commission
Management structure after acquisitionThe policy is to create synergies by combining 平山's "manufacturing-site improvement consulting and workforce supply capabilities" with TOKUDEN CO.,LTD.'s "advanced welding technology and surface modification expertise." The trade name, representative, and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Share acquisition (making the company an equity-method affiliate) |
| Counterparty name | Name of counterparty |
| Name of the Subject Company | TOKUDEN CO., LTD. |
| Business Description of the Subject Company | Welding construction, and the manufacture and sale of welding materials and environment-related equipment |
| Location of the Subject Company | Kakogawa, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥484 million |
| Date of Establishment of the Subject Company | 26 January 1950 |
| Net Sales of the Subject Company | ¥10,539 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥635 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥467 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥7,654 million (fiscal year ended March 2025) |
| Acquisition price | Not disclosed following discussions with the counterparty |
| Number of shares acquired | 422,900 shares (4,229 voting rights) |
| Voting rights ownership percentage | Before No → after 26.75％ |
| Impact on Business Performance | The impact of this transaction on the Company's consolidated results will be disclosed once determined. |
| Date of board resolution | 29 May 2026 |
| Contract Date | 29 May 2026 |
| Execution Date / Effective Date | Late June to early July 2026 (scheduled, subject to approval by the Japan Fair Trade Commission) |
| Valuation methodology | Share valuation by an external expert |
| Conditions Precedent to Execution | Approval by the Japan Fair Trade Commission |
| Management structure after acquisition | The policy is to create synergies by combining 平山's "manufacturing-site improvement consulting and workforce supply capabilities" with TOKUDEN CO.,LTD.'s "advanced welding technology and surface modification expertise." The trade name, representative, and treatment of employees are not disclosed. |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 create synergies by combining the Hirayama Group's manufacturing-site improvement consulting and workforce supply capabilities with TOKUDEN CO.,LTD.'s advanced welding technology and surface modification expertise, including optimization of maintenance and production processes in the manufacturing industry, high-value-added contract operations, mutual use of customer bases, and securing personnel.
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