Worth reading
57In 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
12437852
Shares (number of new shares expected to be issued)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share transferCounterparty株式会社ASNOVA Companies (wholly owning parent company incorporated through the share transfer; holding company)
Disclosing companyASNOVA 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
Temporary equipment rental Temporary equipment sales
Location 4-60-12 Hiraikecho, Nakamura-ku, Nagoya (scheduled to relocate to 3-25-1 Nishiki, Naka-ku, Nagoya)Share capital ¥247,477,150Date of incorporation 24 December 2013
Net Sales¥4,266 million (fiscal year ended March 2025, consolidated)
Operating profit¥49 million (fiscal year ended March 2025, consolidated)
Net income for the current fiscal year△¥25 million (fiscal year ended March 2025, consolidated net income attributable to owners of the parent)
Net assets¥2,979 million (fiscal year ended March 2025, consolidated)
Consideration and expenses
Type of ConsiderationShares (1 ordinary share of the holding company will be allotted and delivered for each ordinary share of the Company)
Merger ratio/share exchange ratio1:1. 株式会社ASNOVA Companies will become the wholly owning parent company, and 株式会社ASNOVA will become its wholly owned subsidiary.
Goodwill amountNo goodwill is expected to arise.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of this share transfer on financial results is expected to be immaterial.
Procedures and assumptions
Valuation methodologyNo third-party institution was engaged to calculate the share transfer ratio. In light of the fact that the shareholder composition will remain unchanged, among other considerations, 1 ordinary share of the holding company will be allotted for each ordinary share of the Company.
Independent valuation institutionNo third-party institution was engaged to perform a calculation.
Conditions Precedent to ExecutionCompletion of the prescribed procedures, including approval at the annual general meeting of shareholders scheduled for 25 June 2026. The schedule may be changed as necessary for procedural reasons or for other reasons.
Management structure after acquisition株式会社ASNOVA Companies will serve as the holding company. Its representative director and president will be Ueda Keiji (上田桂司), and its business activities will comprise the management of group companies and related ancillary activities. 株式会社ASNOVA will become the wholly owned subsidiary of the holding company. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Counterparty name | 株式会社ASNOVA Companies (wholly owning parent company incorporated through the share transfer; holding company) |
| Name of the Subject Company | 株式会社ASNOVA |
| Business Description of the Subject Company | Temporary equipment rental Temporary equipment sales |
| Location of the Subject Company | 4-60-12 Hiraikecho, Nakamura-ku, Nagoya (scheduled to relocate to 3-25-1 Nishiki, Naka-ku, Nagoya) |
| Capital Stock of the Subject Company | ¥247,477,150 |
| Date of Establishment of the Subject Company | 24 December 2013 |
| Net Sales of the Subject Company | ¥4,266 million (fiscal year ended March 2025, consolidated) |
| Operating Profit of the Subject Company | ¥49 million (fiscal year ended March 2025, consolidated) |
| Net Income of the Subject Company | △¥25 million (fiscal year ended March 2025, consolidated net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥2,979 million (fiscal year ended March 2025, consolidated) |
| Type of Consideration | Shares (1 ordinary share of the holding company will be allotted and delivered for each ordinary share of the Company) |
| Merger ratio/share exchange ratio | 1:1. 株式会社ASNOVA Companies will become the wholly owning parent company, and 株式会社ASNOVA will become its wholly owned subsidiary. |
| Number of shares acquired | All issued shares of 株式会社ASNOVA. The number of ordinary shares expected to be issued is 12,437,852. Number of voting rights: Not disclosed |
| Goodwill amount | No goodwill is expected to arise. |
| Impact on Business Performance | The impact of this share transfer on financial results is expected to be immaterial. |
| Date of board resolution | 14 April 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Valuation methodology | No third-party institution was engaged to calculate the share transfer ratio. In light of the fact that the shareholder composition will remain unchanged, among other considerations, 1 ordinary share of the holding company will be allotted for each ordinary share of the Company. |
| Independent valuation institution | No third-party institution was engaged to perform a calculation. |
| Conditions Precedent to Execution | Completion of the prescribed procedures, including approval at the annual general meeting of shareholders scheduled for 25 June 2026. The schedule may be changed as necessary for procedural reasons or for other reasons. |
| Management structure after acquisition | 株式会社ASNOVA Companies will serve as the holding company. Its representative director and president will be Ueda Keiji (上田桂司), and its business activities will comprise the management of group companies and related ancillary activities. 株式会社ASNOVA will become the wholly owned subsidiary of the holding company. Employee treatment: Not disclosed |
Items this document does not state (10)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)Contract DateSpecial 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.The transition is intended to promote M&A initiatives in a flexible and strategic manner, expand the business domain, and enhance corporate value. It also aims to accelerate decision-making, improve the efficiency of group management, and strengthen governance.
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