Komori
M&A and Subsidiary Changes7942JSP CorporationMaterials and Chemicals

Notice Regarding the Absorption-Type Merger of Wholly Owned Subsidiaries

本州油化株式会社, a wholly owned subsidiary of JSP Corporation, is scheduled to absorb NK化成株式会社 and 北菱イーピーエス株式会社, with 本州油化株式会社 as the surviving company. No new shares will be issued and no cash or other consideration will be allotted in connection with the merger. Following the merger, the company is scheduled to change its corporate name to "株式会社 JSP ダイアテック".

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This transaction

This merger
Counterparty (target company)本州油化株式会社, NK化成株式会社, 北菱イーピーエス株式会社
Disclosing companyJSP Corporation
Subject of this transactionVoting rights ownership percentage Before 本州油化株式会社, NK化成株式会社 and 北菱イーピーエス株式会社 are each 100% owned by JSP Corporation (as of 1 August 2026). (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Processing and sale of expanded polystyrene, expanded polystyrene blocks, and molded expanded polypropylene packaging materials, Molding, processing and sale of expanded polystyrene, and sale of related materials, Manufacture, secondary processing and sale of expanded polystyrene products

Location Maebashi, Gunma Prefecture, Shimotsuma, Ibaraki Prefecture, Ishikari, HokkaidoShare capital ¥50 million, ¥100 million, ¥50 millionDate of incorporation 10 July 1969, 1 May 1970, 1 March 1999
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be allotted in connection with the merger)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be allotted)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be allotted). 本州油化株式会社 will be the surviving company, while NK化成株式会社 and 北菱イーピーエス株式会社 will be absorbed companies and dissolved.
Impact on Business Performance

Because this is a merger between wholly owned subsidiaries of JSP Corporation, the impact on consolidated results will be minor.

Procedures and assumptions
Management structure after acquisitionThe corporate name is scheduled to change to "株式会社 JSP ダイアテック" on 1 July 2027. The representative director after the merger has not yet been determined. There will be no changes to the location, business activities, capital or fiscal year-end.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name本州油化株式会社, NK化成株式会社, 北菱イーピーエス株式会社
Name of the Subject Company本州油化株式会社, NK化成株式会社, 北菱イーピーエス株式会社
Business Description of the Subject CompanyProcessing and sale of expanded polystyrene, expanded polystyrene blocks, and molded expanded polypropylene packaging materials, Molding, processing and sale of expanded polystyrene, and sale of related materials, Manufacture, secondary processing and sale of expanded polystyrene products
Location of the Subject CompanyMaebashi, Gunma Prefecture, Shimotsuma, Ibaraki Prefecture, Ishikari, Hokkaido
Capital Stock of the Subject Company¥50 million, ¥100 million, ¥50 million
Date of Establishment of the Subject Company10 July 1969, 1 May 1970, 1 March 1999
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be allotted in connection with the merger)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be allotted)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be allotted). 本州油化株式会社 will be the surviving company, while NK化成株式会社 and 北菱イーピーエス株式会社 will be absorbed companies and dissolved.
Voting rights ownership percentageBefore 本州油化株式会社, NK化成株式会社 and 北菱イーピーエス株式会社 are each 100% owned by JSP Corporation (as of 1 August 2026). (after not disclosed)
Impact on Business PerformanceBecause this is a merger between wholly owned subsidiaries of JSP Corporation, the impact on consolidated results will be minor.
Date of board resolution9 November 2026
Contract Date1 February 2027 (予定)
Execution Date / Effective Date1 July 2027 (予定)
Management structure after acquisitionThe corporate name is scheduled to change to "株式会社 JSP ダイアテック" on 1 July 2027. The representative director after the merger has not yet been determined. There will be no changes to the location, business activities, capital or fiscal year-end.
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 purpose is to further improve the efficiency of group management and strengthen governance. By consolidating management resources, streamlining administrative functions and speeding up decision-making, the company aims to optimize the group-wide business operating structure and enhance corporate value.

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Notice Regarding the Absorption-Type Merger of Wholly Owned Subsidiaries | JSP Corporation (7942) timely disclosure | Komori