Worth reading
74In focus
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
2500
¥100 million (revenue target for the fiscal year ending March 2031)Wording
Conditional
How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)伊藤忠都市開発株式会社, JR東日本不動産株式会社
Disclosing companyITOCHU Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
伊藤忠都市開発株式会社 • Construction and sale of condominiums, detached houses and other properties • Operation and management of housing-related facilities • Development of office buildings, commercial facilities and other properties • Real estate operation, management and consulting • Other ancillary real estate-related businesses / JR東日本不動産株式会社 • Purchase, sale, leasing, brokerage, consulting and management of real estate
Location 伊藤忠都市開発株式会社 Minato-ku, Tokyo / JR東日本不動産株式会社 Shinjuku-ku, TokyoShare capital 伊藤忠都市開発株式会社 ¥10.698 billion / JR東日本不動産株式会社 ¥1 billionDate of incorporation 伊藤忠都市開発株式会社 1 December 1997 / JR東日本不動産株式会社 1 July 2024
Net Sales伊藤忠都市開発株式会社 ¥58.889 billion (fiscal year ended March 2025) / JR東日本不動産株式会社 ¥19,508 million (fiscal year ended March 2025)
Operating profit伊藤忠都市開発株式会社 ¥7.459 billion (fiscal year ended March 2025) / JR東日本不動産株式会社 ¥13,451 million (fiscal year ended March 2025)
Net income for the current fiscal year伊藤忠都市開発株式会社 ¥5.621 billion (fiscal year ended March 2025) / JR東日本不動産株式会社 ¥8,930 million (fiscal year ended March 2025)
Net assets伊藤忠都市開発株式会社 ¥25.785 billion (fiscal year ended March 2025) / JR東日本不動産株式会社 ¥51,751 million (fiscal year ended March 2025)
Consideration and expenses
Type of ConsiderationShares (伊藤忠都市開発株式会社 will issue common shares to East Japan Railway Company)
Merger ratio/share exchange ratioJR東日本不動産株式会社:伊藤忠都市開発株式会社 = 6:4. 伊藤忠都市開発株式会社 will be the surviving company and JR東日本不動産株式会社 will be the absorbed company.
Impact on Business Performance
The impact of this integration on the consolidated results of East Japan Railway Company and ITOCHU Corporation will be reflected in their earnings forecasts and disclosed as necessary in future earnings announcements and other disclosures.
Procedures and assumptions
Valuation methodologyBased on the results of a share valuation conducted by an independent valuation institution. The specific valuation method is Not disclosed.
Management structure after acquisitionThe company will be named JR東日本伊藤忠不動産開発株式会社 and will be headquartered in Shinjuku-ku, Tokyo. The representative director and president and the capital will be determined later. Its business will include the construction and sale of condominiums, detached houses and other properties; operation and management of housing-related facilities; development of office buildings, commercial facilities and other properties; and the sale, purchase, exchange, leasing, brokerage, ownership, management, use and consulting of real estate. The major shareholders and their ownership ratios will be East Japan Railway Company, 60%, and ITOCHU Corporation, 40%. The company will become a consolidated subsidiary of East Japan Railway Company and an equity-method affiliate of ITOCHU Corporation. Employee treatment is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 伊藤忠都市開発株式会社, JR東日本不動産株式会社 |
| Name of the Subject Company | 伊藤忠都市開発株式会社, JR東日本不動産株式会社 |
| Business Description of the Subject Company | 伊藤忠都市開発株式会社 • Construction and sale of condominiums, detached houses and other properties • Operation and management of housing-related facilities • Development of office buildings, commercial facilities and other properties • Real estate operation, management and consulting • Other ancillary real estate-related businesses / JR東日本不動産株式会社 • Purchase, sale, leasing, brokerage, consulting and management of real estate |
| Location of the Subject Company | 伊藤忠都市開発株式会社 Minato-ku, Tokyo / JR東日本不動産株式会社 Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | 伊藤忠都市開発株式会社 ¥10.698 billion / JR東日本不動産株式会社 ¥1 billion |
| Date of Establishment of the Subject Company | 伊藤忠都市開発株式会社 1 December 1997 / JR東日本不動産株式会社 1 July 2024 |
| Net Sales of the Subject Company | 伊藤忠都市開発株式会社 ¥58.889 billion (fiscal year ended March 2025) / JR東日本不動産株式会社 ¥19,508 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | 伊藤忠都市開発株式会社 ¥7.459 billion (fiscal year ended March 2025) / JR東日本不動産株式会社 ¥13,451 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | 伊藤忠都市開発株式会社 ¥5.621 billion (fiscal year ended March 2025) / JR東日本不動産株式会社 ¥8,930 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | 伊藤忠都市開発株式会社 ¥25.785 billion (fiscal year ended March 2025) / JR東日本不動産株式会社 ¥51,751 million (fiscal year ended March 2025) |
| Type of Consideration | Shares (伊藤忠都市開発株式会社 will issue common shares to East Japan Railway Company) |
| Merger ratio/share exchange ratio | JR東日本不動産株式会社:伊藤忠都市開発株式会社 = 6:4. 伊藤忠都市開発株式会社 will be the surviving company and JR東日本不動産株式会社 will be the absorbed company. |
| Voting rights ownership percentage | Before East Japan Railway Company 100% (JR東日本不動産株式会社) / ITOCHU Corporation 100% (伊藤忠都市開発株式会社) → after East Japan Railway Company 60% (integrated company) / ITOCHU Corporation 40% (integrated company) |
| Impact on Business Performance | The impact of this integration on the consolidated results of East Japan Railway Company and ITOCHU Corporation will be reflected in their earnings forecasts and disclosed as necessary in future earnings announcements and other disclosures. |
| Date of board resolution | 15 April 2026 |
| Contract Date | 15 April 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Valuation methodology | Based on the results of a share valuation conducted by an independent valuation institution. The specific valuation method is Not disclosed. |
| Management structure after acquisition | The company will be named JR東日本伊藤忠不動産開発株式会社 and will be headquartered in Shinjuku-ku, Tokyo. The representative director and president and the capital will be determined later. Its business will include the construction and sale of condominiums, detached houses and other properties; operation and management of housing-related facilities; development of office buildings, commercial facilities and other properties; and the sale, purchase, exchange, leasing, brokerage, ownership, management, use and consulting of real estate. The major shareholders and their ownership ratios will be East Japan Railway Company, 60%, and ITOCHU Corporation, 40%. The company will become a consolidated subsidiary of East Japan Railway Company and an equity-method affiliate of ITOCHU Corporation. Employee treatment is Not disclosed. |
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 merger is intended to operate the two groups’ real estate businesses as an integrated operation and grow the real estate business as a comprehensive developer by combining JR東日本不動産株式会社’s capabilities in acquiring and developing real estate, primarily along East Japan Railway Company’s railway lines, with 伊藤忠都市開発株式会社’s expertise in condominium and rental real estate development and the respective networks of the railway and trading company businesses.
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