Worth reading
55In 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
1430
¥ millionWording
Conditional
How definitive the wording is.This transaction
Acquisition of Shares in 福興商会 Co., Ltd. and Its Conversion into a Subsidiary Accompanying a Corporate SplitCounterparty4 individuals (not disclosed at the request of the counterparties)
Disclosing companyTOHBU NETWORK CO.,LTD.
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
Vehicle Maintenance
Location Sumida-ku, TokyoShare capital ¥20 millionDate of incorporation December 1950
Net Sales¥423 million (fiscal year ended December 2025)
Operating profit¥45 million (fiscal year ended December 2025)
Net income for the current fiscal year¥40 million (fiscal year ended December 2025)
Net assets¥840 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥1,430 million
Impact on Business Performance
The impact of making the company a consolidated subsidiary is currently under review and is expected to be reflected in the next earnings forecast to be announced.
Procedures and assumptions
Conditions Precedent to ExecutionThe transaction is conditional on 福興商会 Co., Ltd. carrying out an incorporation-type company split to spin off its businesses and other operations unrelated to its automotive maintenance business.
Management structure after acquisition福興商会 Co., Ltd. is expected to become a consolidated subsidiary of the Company from the third quarter of the fiscal year ending March 2027. The corporate name, representative, and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of Shares in 福興商会 Co., Ltd. and Its Conversion into a Subsidiary Accompanying a Corporate Split |
| Counterparty name | 4 individuals (not disclosed at the request of the counterparties) |
| Name of the Subject Company | 福興商会 Co., Ltd. |
| Business Description of the Subject Company | Vehicle Maintenance |
| Location of the Subject Company | Sumida-ku, Tokyo |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | December 1950 |
| Net Sales of the Subject Company | ¥423 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥45 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥40 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥840 million (fiscal year ended December 2025) |
| Acquisition price | ¥1,430 million |
| Number of shares acquired | 400,000 shares (voting rights ownership ratio after the transaction: 100%) |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Impact on Business Performance | The impact of making the company a consolidated subsidiary is currently under review and is expected to be reflected in the next earnings forecast to be announced. |
| Date of board resolution | 29 September 2026 |
| Contract Date | 29 September 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | The transaction is conditional on 福興商会 Co., Ltd. carrying out an incorporation-type company split to spin off its businesses and other operations unrelated to its automotive maintenance business. |
| Management structure after acquisition | 福興商会 Co., Ltd. is expected to become a consolidated subsidiary of the Company from the third quarter of the fiscal year ending March 2027. The corporate name, representative, and treatment of employees are Not disclosed. |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender 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 incorporate 福興商会 Co., Ltd.'s strengths in vehicle inspections and maintenance, particularly for large vehicles, and its stable order base, improve productivity by sharing vehicle maintenance expertise and making optimal use of the two companies' management resources, and enhance the vehicle maintenance network in the Kanagawa and Tokyo areas.
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