Worth reading
60In focus
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Improvement
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Conditional
How definitive the wording is.This transaction
Acquisition of shares (making the company a subsidiary)CounterpartyNIC Fund II Cayman L.P., Camellia Fund II Cayman L.P., Kerassus Fund II Cayman L.P., Wisteria Fund II Cayman L.P., Obras IE Limited Liability Business Partnership
Disclosing companyTRE HOLDINGS CORPORATION
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
Holding Company
Location Chiyoda-ku, TokyoShare capital ¥50,000,000Date of incorporation 24 February 2022
Net Sales¥0 million (fiscal year ended July 2025)
Operating profit–¥21 million (fiscal year ended July 2025)
Net income for the current fiscal year–¥26 million (fiscal year ended July 2025)
Net assets¥4,387 million (fiscal year ended July 2025)
Impact on Business Performance
The impact of this share acquisition on our consolidated results for the current fiscal year is currently under review.
Procedures and assumptions
Valuation methodologyDetermined at a fair value following discussions and negotiations between the parties, based on the results of due diligence conducted by a third party and the results of the share valuation.
Conditions Precedent to ExecutionBefore the share transfer date, Obras is scheduled to absorb NSD through a merger and then have 100% of its shares acquired.
Management structure after acquisitionObras will become a subsidiary of リバー, which is a consolidated subsidiary of TRE Holdings and therefore a second-tier subsidiary, while 光 and エコシスAZ will become second-tier subsidiaries of リバー. The treatment of the company name, the representative and employees following the acquisition is not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company a subsidiary) |
| Counterparty name | NIC Fund II Cayman L.P., Camellia Fund II Cayman L.P., Kerassus Fund II Cayman L.P., Wisteria Fund II Cayman L.P., Obras IE Limited Liability Business Partnership |
| Name of the Subject Company | Obras Holdings株式会社 |
| Business Description of the Subject Company | Holding Company |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥50,000,000 |
| Date of Establishment of the Subject Company | 24 February 2022 |
| Net Sales of the Subject Company | ¥0 million (fiscal year ended July 2025) |
| Operating Profit of the Subject Company | –¥21 million (fiscal year ended July 2025) |
| Net Income of the Subject Company | –¥26 million (fiscal year ended July 2025) |
| Net Assets of the Subject Company | ¥4,387 million (fiscal year ended July 2025) |
| Number of shares acquired | 462,811 shares (number of voting rights: 462,811) |
| Voting rights ownership percentage | Before 0％ → after 100.0％ |
| Impact on Business Performance | The impact of this share acquisition on our consolidated results for the current fiscal year is currently under review. |
| Date of board resolution | 30 September 2026 |
| Contract Date | 30 September 2026 |
| Execution Date / Effective Date | 16 November 2026 (scheduled) |
| Valuation methodology | Determined at a fair value following discussions and negotiations between the parties, based on the results of due diligence conducted by a third party and the results of the share valuation. |
| Conditions Precedent to Execution | Before the share transfer date, Obras is scheduled to absorb NSD through a merger and then have 100% of its shares acquired. |
| Management structure after acquisition | Obras will become a subsidiary of リバー, which is a consolidated subsidiary of TRE Holdings and therefore a second-tier subsidiary, while 光 and エコシスAZ will become second-tier subsidiaries of リバー. The treatment of the company name, the representative and employees following the acquisition is not disclosed. |
Items this document does not state (12)
Acquisition priceExpenses 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)Independent 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.The objectives are to expand the group's business area and business scope in the Chubu region and strengthen the TRE Group's presence and growth platform. Synergies are also expected from handling within the group the metal scrap and construction waste generated by demolition work, deploying demolition technologies, on-site expertise, and workforce development know-how to メトレック, and contributing to sales and profit targets.
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