Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
230
¥ million (estimated)Wording
Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)Name of target company
Disclosing companyIZUMI CO.,LTD.
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
Business activities of target company
Location Location of target companyShare capital ¥10 millionDate of incorporation Date of establishment of target company
Net SalesRevenue of target company
Operating profitOperating profit of target company
Net income for the current fiscal yearNet income of target company
Net assetsNet assets of target company
Consideration and expenses
Acquisition priceNot applicable (as the target is a 100%-owned subsidiary, no shares will be allotted in connection with the merger)
Type of ConsiderationNot applicable (as the target is a 100%-owned subsidiary, no consideration will be paid in connection with the merger)
Merger ratio/share exchange ratioNot applicable (IZUMI CO.,LTD. will be the surviving company and 備中開発株式会社 will be the disappearing company)
Amount of extraordinary income (loss)Of the estimated ¥230 million waiver of loans, ¥143 million has already been recorded as an allowance for doubtful accounts. The remaining ¥86 million is scheduled to be recorded as an extraordinary loss in the non-consolidated financial statements for the fiscal year ending February 2027.
Impact on Business Performance
The transaction will be eliminated on consolidation in the consolidated financial statements for the fiscal year ending February 2027, and the waiver of receivables will have no impact on consolidated results. In the non-consolidated financial statements, an extraordinary loss of ¥86 million is scheduled to be recorded.
Procedures and assumptions
Conditions Precedent to ExecutionUnder the provisions governing simplified mergers set forth in Article 796, Paragraph 2 of the Companies Act and short-form mergers set forth in Article 784, Paragraph 1 of the same Act, IZUMI CO.,LTD. and 備中開発株式会社 will carry out the merger without obtaining approval at a general meeting of shareholders.
Management structure after acquisitionIZUMI CO.,LTD. will be the surviving company and 備中開発株式会社 will be dissolved. The merger will not result in any changes to IZUMI CO.,LTD.'s name, location, representative, business activities, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | Name of target company |
| Name of the Subject Company | Name of target company |
| Business Description of the Subject Company | Business activities of target company |
| Location of the Subject Company | Location of target company |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | Date of establishment of target company |
| Net Sales of the Subject Company | Revenue of target company |
| Operating Profit of the Subject Company | Operating profit of target company |
| Net Income of the Subject Company | Net income of target company |
| Net Assets of the Subject Company | Net assets of target company |
| Acquisition price | Not applicable (as the target is a 100%-owned subsidiary, no shares will be allotted in connection with the merger) |
| Type of Consideration | Not applicable (as the target is a 100%-owned subsidiary, no consideration will be paid in connection with the merger) |
| Merger ratio/share exchange ratio | Not applicable (IZUMI CO.,LTD. will be the surviving company and 備中開発株式会社 will be the disappearing company) |
| Number of shares acquired | Not applicable (no allocation in connection with the merger) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Amount of extraordinary income (loss) | Of the estimated ¥230 million waiver of loans, ¥143 million has already been recorded as an allowance for doubtful accounts. The remaining ¥86 million is scheduled to be recorded as an extraordinary loss in the non-consolidated financial statements for the fiscal year ending February 2027. |
| Impact on Business Performance | The transaction will be eliminated on consolidation in the consolidated financial statements for the fiscal year ending February 2027, and the waiver of receivables will have no impact on consolidated results. In the non-consolidated financial statements, an extraordinary loss of ¥86 million is scheduled to be recorded. |
| Date of board resolution | 9 June 2026 |
| Contract Date | 9 June 2026 |
| Execution Date / Effective Date | 1 September 2026 (予定) |
| Conditions Precedent to Execution | Under the provisions governing simplified mergers set forth in Article 796, Paragraph 2 of the Companies Act and short-form mergers set forth in Article 784, Paragraph 1 of the same Act, IZUMI CO.,LTD. and 備中開発株式会社 will carry out the merger without obtaining approval at a general meeting of shareholders. |
| Management structure after acquisition | IZUMI CO.,LTD. will be the surviving company and 備中開発株式会社 will be dissolved. The merger will not result in any changes to IZUMI CO.,LTD.'s name, location, representative, business activities, capital or fiscal year-end. |
Items this document does not state (9)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.備中開発株式会社 has completed the conversion of the directly operated stores at the shopping center "Youme Town Takahashi" into tenant-operated stores, and its business is now centered on owning and managing real estate. The merger is intended to further improve efficiency across the Group.
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