Worth reading
80Important
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
2500
¥100 million (revenue target for the fiscal year ending March 2031)Wording
Conditional
How definitive the wording is.This transaction
This absorption mergerCounterparty伊藤忠都市開発株式会社 (surviving company in the absorption-type merger)
Disclosing companyEast Japan Railway Company
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
• Purchase, sale, leasing, brokerage, consulting and management of real estate
Location Shinjuku-ku, TokyoShare capital ¥1 billionDate of incorporation 1 July 2024
Net Sales¥19,508 million (fiscal year ended March 2025)
Operating profit¥13,451 million (fiscal year ended March 2025)
Net income for the current fiscal year¥8,930 million (fiscal year ended March 2025)
Net assets¥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 ordinary shares to East Japan Railway Company)
Merger ratio/share exchange ratioJERE:IPD = 6:4. IPD will be the surviving company and JERE will be the disappearing 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 in future earnings announcements, as necessary.
Procedures and assumptions
Valuation methodologyReference was made to the results of a share valuation conducted by an independent valuation institution. The specific valuation method is Not disclosed
Management structure after acquisitionCorporate name: JR東日本伊藤忠不動産開発株式会社. Location: 4-1-6 Shinjuku, Shinjuku-ku, Tokyo. Representative Director and President: not yet determined. Capital: not yet determined. Major shareholders and ownership ratios: East Japan Railway Company 60%; ITOCHU Corporation 40%. Consolidation classification: consolidated subsidiary of East Japan Railway Company; equity-method affiliate of ITOCHU Corporation. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 伊藤忠都市開発株式会社 (surviving company in the absorption-type merger) |
| Name of the Subject Company | JR東日本不動産株式会社 (disappearing company in the absorption-type merger) |
| Business Description of the Subject Company | • Purchase, sale, leasing, brokerage, consulting and management of real estate |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 billion |
| Date of Establishment of the Subject Company | 1 July 2024 |
| Net Sales of the Subject Company | ¥19,508 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥13,451 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥8,930 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥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 ordinary shares to East Japan Railway Company) |
| Merger ratio/share exchange ratio | JERE:IPD = 6:4. IPD will be the surviving company and JERE will be the disappearing company. |
| Number of shares acquired | Ordinary shares will be issued, but the number of shares and voting rights are Not disclosed |
| Voting rights ownership percentage | Before East Japan Railway Company: 100% ownership of JERE; ITOCHU Corporation: 100% ownership of IPD → after East Japan Railway Company: 60% ownership of the integrated company; ITOCHU Corporation: 40% ownership of the 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 in future earnings announcements, as necessary. |
| Date of board resolution | 15 April 2026 |
| Contract Date | 15 April 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Valuation methodology | Reference was made to the results of a share valuation conducted by an independent valuation institution. The specific valuation method is Not disclosed |
| Management structure after acquisition | Corporate name: JR東日本伊藤忠不動産開発株式会社. Location: 4-1-6 Shinjuku, Shinjuku-ku, Tokyo. Representative Director and President: not yet determined. Capital: not yet determined. Major shareholders and ownership ratios: East Japan Railway Company 60%; ITOCHU Corporation 40%. Consolidation classification: consolidated subsidiary of East Japan Railway Company; equity-method affiliate of ITOCHU Corporation. Employee treatment: Not disclosed |
Items this document does not state (11)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.To give concrete form to the strategic partnership between the two groups in the real estate business and achieve significant growth in that business. The companies state that they aim to grow as a comprehensive developer by combining JR東日本不動産株式会社's capabilities in real estate acquisition and development with 伊藤忠都市開発株式会社's expertise in condominium and rental real estate development, together with the networks of a railway company and a trading company.
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