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Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)Kansai Druq Co., Ltd.
Disclosing companyCRESTEC Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Ownership and management of tenant buildings and land
Location Chuo-ku, Osaka, Osaka PrefectureShare capital ¥3 millionDate of incorporation 17 September 1990
Net Sales¥12 million (fiscal year ended August 2025)
Operating profit¥4.946 million (fiscal year ended August 2025)
Net income for the current fiscal year¥3.828 million (fiscal year ended August 2025)
Net assets¥28.199 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be paid)
Funding arrangementsNo financing required (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Impact on Business Performance
The impact on the consolidated financial results for the fiscal year ending June 2026 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the merger by resolutions at the shareholders' meetings of both companies (12 June 2026)
Management structure after acquisition株式会社ドゥルック will be the surviving company. The merger will not result in any changes to the surviving company's name, location, title or name of its representative, business activities, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | Kansai Druq Co., Ltd. |
| Name of the Subject Company | Kansai Druq Co., Ltd. |
| Business Description of the Subject Company | Ownership and management of tenant buildings and land |
| Location of the Subject Company | Chuo-ku, Osaka, Osaka Prefecture |
| Capital Stock of the Subject Company | ¥3 million |
| Date of Establishment of the Subject Company | 17 September 1990 |
| Net Sales of the Subject Company | ¥12 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | ¥4.946 million (fiscal year ended August 2025) |
| Net Income of the Subject Company | ¥3.828 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | ¥28.199 million (fiscal year ended August 2025) |
| Acquisition price | Not applicable (no new shares will be issued and no cash or other consideration will be paid in connection with the merger) |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be paid) |
| Voting rights ownership percentage | Before 100.00% (shareholding ratio as of 1 April 2026) (after not disclosed) |
| Funding arrangements | No financing required (no new shares will be issued and no cash or other consideration will be paid in connection with the merger) |
| Impact on Business Performance | The impact on the consolidated financial results for the fiscal year ending June 2026 will be immaterial. |
| Date of board resolution | 30 April 2026 |
| Contract Date | 8 May 2026 |
| Execution Date / Effective Date | 17 June 2026 (scheduled) |
| Conditions Precedent to Execution | Approval of the merger by resolutions at the shareholders' meetings of both companies (12 June 2026) |
| Management structure after acquisition | 株式会社ドゥルック will be the surviving company. The merger will not result in any changes to the surviving company's name, location, title or name of its representative, business activities, capital or fiscal year-end. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill 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.有限会社関西ドゥルック, the asset management company of 株式会社ドゥルック, will be absorbed and merged into 株式会社ドゥルック to improve management efficiency and reduce administrative costs.
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