Worth reading
45Recurring
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Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This merger (absorption-type merger)Counterparty (target company)Target company name
Disclosing companyHIRAYAMA HOLDINGS Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Business activities of the target company
Location Minato-ku, TokyoShare capital ¥100 millionDate of incorporation Date of establishment of the target company
Net SalesNet sales of the target company
Net income for the current fiscal yearNet assets of ¥24 million (fiscal year ended June 2025)
Net assetsNet assets of the target company
Consideration and expenses
Merger ratio/share exchange ratioMerger ratio/share exchange ratio
Impact on Business Performance
The impact on consolidated results for the fiscal year ending June 2026 will be immaterial. The consolidated earnings forecast for the fiscal year ending June 2027 is scheduled to be announced in the earnings release dated 14 August 2026.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of creditor protection procedures and approval at the shareholders’ meetings of トップ社 and 平山社 for the merger
Management structure after acquisitionThere will be no change to 平山社. Individual details regarding the corporate name, representative and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger (absorption-type merger) |
| Counterparty name | Target company name |
| Name of the Subject Company | Target company name |
| Business Description of the Subject Company | Business activities of the target company |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | Date of establishment of the target company |
| Net Sales of the Subject Company | Net sales of the target company |
| Net Income of the Subject Company | Net assets of ¥24 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | Net assets of the target company |
| Merger ratio/share exchange ratio | Merger ratio/share exchange ratio |
| Voting rights ownership percentage | Before 100% (both 株式会社平山 and 株式会社トップエンジニアリング are owned by the Company) (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending June 2026 will be immaterial. The consolidated earnings forecast for the fiscal year ending June 2027 is scheduled to be announced in the earnings release dated 14 August 2026. |
| Date of board resolution | 18 June 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | Completion of creditor protection procedures and approval at the shareholders’ meetings of トップ社 and 平山社 for the merger |
| Management structure after acquisition | There will be no change to 平山社. Individual details regarding the corporate name, representative and treatment of employees are Not disclosed |
Items this document does not state (15)
Operating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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 create synergies by combining 株式会社平山’s manufacturing support and process improvement expertise with 株式会社トップエンジニアリング’s engineering capabilities, thereby expanding the high-margin business model.
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