Worth reading
34Immaterial
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)福井南部商業開発株式会社
Disclosing companyHEIWADO 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
Retail-related businesses
Location Fukui City, Fukui PrefectureShare capital ¥200 millionDate of incorporation 13 March 1992
Net SalesOperating revenue: ¥415 million (fiscal year ended February 2025)
Operating profitOperating profit: ¥88 million (fiscal year ended February 2025)
Net income for the current fiscal yearNet income: ¥61 million (fiscal year ended February 2025)
Net assetsNet assets: ¥758 million (fiscal year ended February 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other cash or assets will be allotted)
Merger ratio/share exchange ratioNot applicable (no allotment). HEIWADO CO.,LTD. will be the surviving company, and 福井南部商業開発株式会社 will be the absorbed company.
Impact on Business Performance
Immaterial (impact on consolidated results)
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without obtaining approval at a shareholders' meeting for the merger agreement (simplified and short-form merger).
Management structure after acquisitionFollowing the merger, there will be no changes to the Company's name, location, representative, business activities, capital or fiscal year-end. 福井南部商業開発株式会社 will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 福井南部商業開発株式会社 |
| Name of the Subject Company | 福井南部商業開発株式会社 |
| Business Description of the Subject Company | Retail-related businesses |
| Location of the Subject Company | Fukui City, Fukui Prefecture |
| Capital Stock of the Subject Company | ¥200 million |
| Date of Establishment of the Subject Company | 13 March 1992 |
| Net Sales of the Subject Company | Operating revenue: ¥415 million (fiscal year ended February 2025) |
| Operating Profit of the Subject Company | Operating profit: ¥88 million (fiscal year ended February 2025) |
| Net Income of the Subject Company | Net income: ¥61 million (fiscal year ended February 2025) |
| Net Assets of the Subject Company | Net assets: ¥758 million (fiscal year ended February 2025) |
| Acquisition price | Not applicable (no shares, cash or other consideration will be allocated in connection with this merger) |
| Type of Consideration | No consideration (no shares or other cash or assets will be allotted) |
| Merger ratio/share exchange ratio | Not applicable (no allotment). HEIWADO CO.,LTD. will be the surviving company, and 福井南部商業開発株式会社 will be the absorbed company. |
| Number of shares acquired | 4,000 shares (the target company's issued shares; no number of shares acquired in connection with the merger is specified) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | Immaterial (impact on consolidated results) |
| Date of board resolution | 25 March 2026 |
| Contract Date | 25 March 2026 |
| Execution Date / Effective Date | 21 August 2026 (予定) |
| Conditions Precedent to Execution | The merger will be carried out without obtaining approval at a shareholders' meeting for the merger agreement (simplified and short-form merger). |
| Management structure after acquisition | Following the merger, there will be no changes to the Company's name, location, representative, business activities, capital or fiscal year-end. 福井南部商業開発株式会社 will be dissolved. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.To strengthen the operating capabilities of the Group and improve management efficiency.
How to read this page
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