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How definitive the wording is.This transaction
Establishment of a joint ventureCounterparty田口金属株式会社
Disclosing companyShinsho Corporation
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.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Advanced sorting of nonferrous metal scrap and sale of sorted scrap
Location Chuo-ku, TokyoShare capital ¥100 millionDate of incorporation 1 April 2026
Consideration and expenses
Type of ConsiderationWhether the consideration is cash, shares or a combination is Not disclosed. Shinko Shoji Co., Ltd. will hold a 70% capital contribution and 田口金属株式会社 a 30% contribution.
Impact on Business Performance
Operations related to this matter are scheduled to begin in October 2027. If an impact arises in the future, it will be disclosed promptly.
Procedures and assumptions
Management structure after acquisitionThe representative director is Ueda Eiji (上田英治). The trade name and treatment of employees are Not disclosed.
Location of counterpartyShinjuku-ku, Tokyo
Business activities of counterpartyRecycling of steelmaking materials, nonferrous metal materials and discarded home appliances, among other activities
Capital of counterparty¥20 million
| Item | Details |
|---|---|
| Transaction name | Establishment of a joint venture |
| Counterparty name | 田口金属株式会社 |
| Name of the Subject Company | Vesper Metals Co., Ltd. |
| Business Description of the Subject Company | Advanced sorting of nonferrous metal scrap and sale of sorted scrap |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 1 April 2026 |
| Type of Consideration | Whether the consideration is cash, shares or a combination is Not disclosed. Shinko Shoji Co., Ltd. will hold a 70% capital contribution and 田口金属株式会社 a 30% contribution. |
| Voting rights ownership percentage | After 70％ (before not disclosed) |
| Impact on Business Performance | Operations related to this matter are scheduled to begin in October 2027. If an impact arises in the future, it will be disclosed promptly. |
| Contract Date | 23 December 2025 |
| Execution Date / Effective Date | 1 April 2026 (date of establishment) |
| Management structure after acquisition | The representative director is Ueda Eiji (上田英治). The trade name and treatment of employees are Not disclosed. |
| Location of counterparty | Shinjuku-ku, Tokyo |
| Business activities of counterparty | Recycling of steelmaking materials, nonferrous metal materials and discarded home appliances, among other activities |
| Capital of counterparty | ¥20 million |
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Date of board resolutionValuation 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.By combining the two companies’ knowledge of the arterial and venous industries and introducing advanced, high-precision sorting technology, the companies aim to contribute to the effective use of low-grade scrap, local production for local consumption of resources, and the realization of a decarbonized society.
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