Worth reading
59In 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
28000
Shares (the Company’s common shares; planned)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)Eスマートエナジー株式会社
Disclosing companySHINANEN HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
LP gas sales business
Location Toshima-ku, TokyoShare capital ¥5 millionDate of incorporation 28 January 2026
Net Sales¥0 million (fiscal year ended March 2026)
Operating profit¥0 million loss (fiscal year ended March 2026)
Net income for the current fiscal year¥0 million loss (fiscal year ended March 2026)
Net assets¥10 million (fiscal year ended March 2026)
Consideration and expenses
Type of ConsiderationShares (28,000 of the Company’s common shares; planned)
Merger ratio/share exchange ratio1 : 28. SHINANEN HOLDINGS CO.,LTD. will be the wholly owning parent company in the share exchange, and Eスマートエナジー株式会社 will be the wholly owned subsidiary.
Funding arrangementsTreasury shares held by the Company (189,901 shares as of 31 March 2026) are scheduled to be used.
Impact on Business Performance
The Company considers the impact of this share exchange on its consolidated results to be immaterial.
Procedures and assumptions
Valuation methodologyCompany shares: market price method; Eスマートエナジー shares: DCF method
Independent valuation institutionエムケーアソシエイツ合同会社
Conditions Precedent to ExecutionApproval of the share exchange agreement by a resolution of Eスマートエナジー株式会社’s extraordinary general meeting of shareholders. No shareholder approval is required for the Company because this is a simplified share exchange under Article 796, paragraph 2 of the Companies Act.
Management structure after acquisitionThere will be no changes to the corporate name, head office location, title and name of the representative, business description, capital stock or fiscal year-end of the Company, which will be the wholly owning parent company in the share exchange.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Eスマートエナジー株式会社 |
| Name of the Subject Company | Eスマートエナジー株式会社 |
| Business Description of the Subject Company | LP gas sales business |
| Location of the Subject Company | Toshima-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5 million |
| Date of Establishment of the Subject Company | 28 January 2026 |
| Net Sales of the Subject Company | ¥0 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥0 million loss (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥0 million loss (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥10 million (fiscal year ended March 2026) |
| Type of Consideration | Shares (28,000 of the Company’s common shares; planned) |
| Merger ratio/share exchange ratio | 1 : 28. SHINANEN HOLDINGS CO.,LTD. will be the wholly owning parent company in the share exchange, and Eスマートエナジー株式会社 will be the wholly owned subsidiary. |
| Voting rights ownership percentage | After Wholly owned subsidiary (the voting rights ownership percentage is not stated) (before not disclosed) |
| Funding arrangements | Treasury shares held by the Company (189,901 shares as of 31 March 2026) are scheduled to be used. |
| Impact on Business Performance | The Company considers the impact of this share exchange on its consolidated results to be immaterial. |
| Date of board resolution | 29 May 2026 |
| Contract Date | 29 May 2026 |
| Execution Date / Effective Date | 30 June 2026 (scheduled implementation date and effective date) |
| Valuation methodology | Company shares: market price method; Eスマートエナジー shares: DCF method |
| Independent valuation institution | エムケーアソシエイツ合同会社 |
| Conditions Precedent to Execution | Approval of the share exchange agreement by a resolution of Eスマートエナジー株式会社’s extraordinary general meeting of shareholders. No shareholder approval is required for the Company because this is a simplified share exchange under Article 796, paragraph 2 of the Companies Act. |
| Management structure after acquisition | There will be no changes to the corporate name, head office location, title and name of the representative, business description, capital stock or fiscal year-end of the Company, which will be the wholly owning parent company in the share exchange. |
Items this document does not state (9)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill 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.Eスマートエナジー株式会社 is scheduled to assume the LP gas sales business on 29 June 2026. By making it a wholly owned subsidiary, the Company expects to deepen coordination with its subsidiaries’ energy businesses and strengthen sales capabilities.
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