Worth reading
63In focus
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
510
¥ millionWording
Conditional
How definitive the wording is.This transaction
This share acquisition and this share exchangeCounterpartyFutakami Takashi (二上 隆), Uratani Naohiro (浦谷 尚宏), Wachi Miki (和地 美紀), Ikeda Shosaku (池田 昭作), Miyamoto Tsuyoshi (宮本 剛志), Kono Yuji (河野 雄志), Yamamoto Shinji (山本 慎二), Karashima Masao (辛島 政勇)
Disclosing companyJAPAN Creative Platform Group 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.
Date of board resolution17 August 2026
Contract Date17 August 2026
Execution Date / Effective DateExecution date for payment of the consideration for the share transfer: 17 August 2026. Effective date of the share exchange: 2 October 2026 (planned)
Target company
A company primarily engaged in the manufacture and sale of laminating machines, automatic box-making machines and cover-pasting machines, as well as the manufacture and sale of parts for various industrial labor-saving machines and maintenance and after-sales services
Location Higashiosaka, Osaka PrefectureShare capital ¥10 millionDate of incorporation 20 April 2009
Net Sales¥1,676 million (fiscal year ended March 2026)
Operating profit¥108 million (fiscal year ended March 2026)
Net income for the current fiscal year¥90 million (fiscal year ended March 2026)
Net assets¥818 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥508 million
Expenses other than the acquisition price¥2 million in financial due diligence and other expenses
Type of ConsiderationMixed (cash for the share acquisition and 836,400 of our common shares for the share exchange, planned)
Merger ratio/share exchange ratio日本創発グループ: メタルクリエイション = 1:1,700. For each common share of メタルクリエイション, 1,700 common shares of 日本創発グループ will be allotted and delivered. 日本創発グループ will be the parent company in the share exchange.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyThe market price method for 日本創発グループ and the adjusted book value net asset method for メタルクリエイション
Independent valuation institution株式会社ＦＹＤ
Conditions Precedent to Executionメタルクリエイション must obtain approval of the share exchange agreement at its extraordinary general meeting of shareholders scheduled for 26 September 2026. 日本創発グループ will not require shareholder approval because the transaction will be conducted as a simplified share exchange.
Management structure after acquisitionThere are no plans to change the company's name, head office location, title or name of its representative, business activities, amount of capital or fiscal year-end. The amounts of net assets and total assets have not been finalized as of the present date. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and this share exchange |
| Counterparty name | Futakami Takashi (二上 隆), Uratani Naohiro (浦谷 尚宏), Wachi Miki (和地 美紀), Ikeda Shosaku (池田 昭作), Miyamoto Tsuyoshi (宮本 剛志), Kono Yuji (河野 雄志), Yamamoto Shinji (山本 慎二), Karashima Masao (辛島 政勇) |
| Name of the Subject Company | 株式会社メタルクリエイション |
| Business Description of the Subject Company | A company primarily engaged in the manufacture and sale of laminating machines, automatic box-making machines and cover-pasting machines, as well as the manufacture and sale of parts for various industrial labor-saving machines and maintenance and after-sales services |
| Location of the Subject Company | Higashiosaka, Osaka Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 20 April 2009 |
| Net Sales of the Subject Company | ¥1,676 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥108 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥90 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥818 million (fiscal year ended March 2026) |
| Acquisition price | ¥508 million |
| Expenses other than the acquisition price | ¥2 million in financial due diligence and other expenses |
| Type of Consideration | Mixed (cash for the share acquisition and 836,400 of our common shares for the share exchange, planned) |
| Merger ratio/share exchange ratio | 日本創発グループ: メタルクリエイション = 1:1,700. For each common share of メタルクリエイション, 1,700 common shares of 日本創発グループ will be allotted and delivered. 日本創発グループ will be the parent company in the share exchange. |
| Number of shares acquired | 508 common shares and 508 voting rights |
| Voting rights ownership percentage | Before －％ → after 50.80％ |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 17 August 2026 |
| Contract Date | 17 August 2026 |
| Execution Date / Effective Date | Execution date for payment of the consideration for the share transfer: 17 August 2026. Effective date of the share exchange: 2 October 2026 (planned) |
| Valuation methodology | The market price method for 日本創発グループ and the adjusted book value net asset method for メタルクリエイション |
| Independent valuation institution | 株式会社ＦＹＤ |
| Conditions Precedent to Execution | メタルクリエイション must obtain approval of the share exchange agreement at its extraordinary general meeting of shareholders scheduled for 26 September 2026. 日本創発グループ will not require shareholder approval because the transaction will be conducted as a simplified share exchange. |
| Management structure after acquisition | There are no plans to change the company's name, head office location, title or name of its representative, business activities, amount of capital or fiscal year-end. The amounts of net assets and total assets have not been finalized as of the present date. Employee treatment: Not disclosed. |
Items this document does not state (7)
Tender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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.Both companies share a commitment to paper products, and 日本創発グループ determined that the transaction would further enhance the corporate value of both companies.
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