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M&A and Subsidiary Changes7857SEKI CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Absorption Merger of a Consolidated Subsidiary (Simplified Merger and Short-Form Merger)

SEKI CO.,LTD. will absorb and merge with its wholly owned subsidiary 有限会社渡部紙工, which will be dissolved as a result. The effective date is 1 April 2027, and no shares or cash will be allotted.

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This transaction

This merger (absorption merger)
Counterparty (target company)有限会社渡部紙工
Disclosing companySEKI CO.,LTD.
Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Paper processing

Location Iyo, Ehime PrefectureShare capital ¥3 millionDate of incorporation 9 May 1991
Net Sales¥39 million (fiscal year ended March 2026)
Operating profit-¥7 million (fiscal year ended March 2026)
Net income for the current fiscal year-¥4 million (fiscal year ended March 2026)
Net assets¥0.7 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares or other assets or cash will be allotted
Type of ConsiderationNo consideration (no shares or other assets or cash will be allotted)
Impact on Business Performance

The impact on the Company's consolidated results will be immaterial

Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval is not required. The Company will conduct a simplified absorption merger under Article 796, Paragraph 2 of the Companies Act, while 有限会社渡部紙工 will conduct a short-form merger under Article 784, Paragraph 1 of the same Act.
Management structure after acquisitionThere will be no change to the Company's name, location, title or name of its Representative Director and President, business activities, stated capital or fiscal year-end as a result of this merger.
This transaction
ItemDetails
Transaction nameThis merger (absorption merger)
Counterparty name有限会社渡部紙工
Name of the Subject Company有限会社渡部紙工
Business Description of the Subject CompanyPaper processing
Location of the Subject CompanyIyo, Ehime Prefecture
Capital Stock of the Subject Company¥3 million
Date of Establishment of the Subject Company9 May 1991
Net Sales of the Subject Company¥39 million (fiscal year ended March 2026)
Operating Profit of the Subject Company-¥7 million (fiscal year ended March 2026)
Net Income of the Subject Company-¥4 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥0.7 million (fiscal year ended March 2026)
Acquisition priceNo shares or other assets or cash will be allotted
Type of ConsiderationNo consideration (no shares or other assets or cash will be allotted)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial
Date of board resolution5 November 2026
Contract Date5 November 2026
Execution Date / Effective Date1 April 2027 (scheduled effective date)
Conditions Precedent to ExecutionShareholder approval is not required. The Company will conduct a simplified absorption merger under Article 796, Paragraph 2 of the Companies Act, while 有限会社渡部紙工 will conduct a short-form merger under Article 784, Paragraph 1 of the same Act.
Management structure after acquisitionThere will be no change to the Company's name, location, title or name of its Representative Director and President, business activities, stated capital or fiscal year-end as a result of this merger.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender 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.

To improve the efficiency of group management.

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Notice Regarding the Absorption Merger of a Consolidated Subsidiary (Simplified Merger and Short-Form Merger) | SEKI CO.,LTD. (7857) timely disclosure | Komori