Worth reading
51Recurring
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
9900
Surviving company's common sharesWording
Conditional
How definitive the wording is.This transaction
This mergerCounterpartyＭａｎ ｔｏ Ｍａｎ株式会社 (surviving company), Ｍａｎ ｔｏ Ｍａｎホールディングス株式会社 (absorbed company)
Disclosing companyNISSO HOLDINGS 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
Fee-based employment placement services, worker dispatch services, outplacement services, outsourcing of production and logistics operations, consulting services, formulation of the Group-wide management strategy, management of the Group's operating companies, Group-wide public relations and other activities
Location Naka-ku, Nagoya, Aichi PrefectureShare capital ¥50 millionDate of incorporation 12 July 1991
Net Sales¥59 million (fiscal year ended May 2025)
Operating profitOperating loss of ¥142 million (fiscal year ended May 2025)
Net income for the current fiscal yearNet loss of ¥146 million (fiscal year ended May 2025)
Net assets¥145 million (fiscal year ended May 2025)
Consideration and expenses
Acquisition priceNo cash consideration (merger with share consideration)
Type of ConsiderationShares (9,900 common shares of the surviving company)
Merger ratio/share exchange ratioIn exchange for 2,000 common shares of the absorbed company, 9,900 common shares of the surviving company will be issued, equivalent to 4.95 shares of the surviving company per share of the absorbed company. The surviving company is Ｍａｎ ｔｏ Ｍａｎ株式会社.
Impact on Business Performance
As this is a merger between a consolidated subsidiary and a sub-subsidiary, the impact on consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionDate of approval of the merger agreement by the shareholders' meeting: 17 April 2026
Management structure after acquisitionThere will be no changes to Ｍａｎ ｔｏ Ｍａｎ's corporate name, location, title or name of its representative, business activities, capital or fiscal year-end. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | Ｍａｎ ｔｏ Ｍａｎ株式会社 (surviving company), Ｍａｎ ｔｏ Ｍａｎホールディングス株式会社 (absorbed company) |
| Name of the Subject Company | Ｍａｎ ｔｏ Ｍａｎホールディングス株式会社 (absorbed company) |
| Business Description of the Subject Company | Fee-based employment placement services, worker dispatch services, outplacement services, outsourcing of production and logistics operations, consulting services, formulation of the Group-wide management strategy, management of the Group's operating companies, Group-wide public relations and other activities |
| Location of the Subject Company | Naka-ku, Nagoya, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 12 July 1991 |
| Net Sales of the Subject Company | ¥59 million (fiscal year ended May 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥142 million (fiscal year ended May 2025) |
| Net Income of the Subject Company | Net loss of ¥146 million (fiscal year ended May 2025) |
| Net Assets of the Subject Company | ¥145 million (fiscal year ended May 2025) |
| Acquisition price | No cash consideration (merger with share consideration) |
| Type of Consideration | Shares (9,900 common shares of the surviving company) |
| Merger ratio/share exchange ratio | In exchange for 2,000 common shares of the absorbed company, 9,900 common shares of the surviving company will be issued, equivalent to 4.95 shares of the surviving company per share of the absorbed company. The surviving company is Ｍａｎ ｔｏ Ｍａｎ株式会社. |
| Number of shares acquired | 9,900 common shares of the surviving company; number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before Ｍａｎ ｔｏ Ｍａｎ株式会社: 100% held by Ｍａｎ ｔｏ Ｍａｎホールディングス株式会社; Ｍａｎ ｔｏ Ｍａｎホールディングス株式会社: 100% held by NISSO HOLDINGS Co.,Ltd. (after not disclosed) |
| Impact on Business Performance | As this is a merger between a consolidated subsidiary and a sub-subsidiary, the impact on consolidated results will be minor. |
| Date of board resolution | 17 April 2026 (the Company's Board of Directors) |
| Contract Date | 17 April 2026 |
| Execution Date / Effective Date | 1 June 2026 (予定) |
| Conditions Precedent to Execution | Date of approval of the merger agreement by the shareholders' meeting: 17 April 2026 |
| Management structure after acquisition | There will be no changes to Ｍａｎ ｔｏ Ｍａｎ's corporate name, location, title or name of its representative, business activities, capital or fiscal year-end. Treatment of employees: Not disclosed |
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.The merger is intended to further advance the integration of management with Ｍａｎ ｔｏ Ｍａｎホールディングス株式会社 and promote business reorganization and operational efficiency. By eliminating the duplicated holding company functions, consolidating governance and the management control structure under the Company, and establishing a structure that enables each operating company to execute its strategies more quickly and flexibly, the Company aims to strengthen the Group's overall profitability and growth potential.
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