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How definitive the wording is.This transaction
The mergerCounterparty (target company)大分運輸株式会社
Disclosing companyKamigumi Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Port transportation, land transportation, customs clearance, ship agency services and other businesses
Location Oita City, Oita PrefectureShare capital ¥40 millionDate of incorporation 1 April 1979
Net Sales¥580 million (fiscal year ended March 2026)
Operating profit¥46 million (fiscal year ended March 2026)
Net income for the current fiscal year¥90 million (fiscal year ended March 2026)
Net assets¥498 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo consideration (no new shares issued and no cash or other consideration allocated)
Type of ConsiderationNo consideration (no new shares issued and no cash or other consideration allocated)
Impact on Business Performance
The impact on the Company’s consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger is a simplified merger under Article 796, Paragraph 2 of the Companies Act for the Company and a short-form merger under Article 784, Paragraph 1 of the same Act for 大分運輸. Accordingly, it will be carried out without obtaining approval of the merger agreement at a shareholders’ meeting of either company.
Management structure after acquisitionAll of the business, personnel and related assets handled by 大分運輸 will be transferred to the Company’s Oita Branch. Following the merger, there will be no changes to the Company’s corporate name, business activities, head office location, representative’s title or name, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | The merger |
| Counterparty name | 大分運輸株式会社 |
| Name of the Subject Company | 大分運輸株式会社 |
| Business Description of the Subject Company | Port transportation, land transportation, customs clearance, ship agency services and other businesses |
| Location of the Subject Company | Oita City, Oita Prefecture |
| Capital Stock of the Subject Company | ¥40 million |
| Date of Establishment of the Subject Company | 1 April 1979 |
| Net Sales of the Subject Company | ¥580 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥46 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥90 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥498 million (fiscal year ended March 2026) |
| Acquisition price | No consideration (no new shares issued and no cash or other consideration allocated) |
| Type of Consideration | No consideration (no new shares issued and no cash or other consideration allocated) |
| Voting rights ownership percentage | Before 100% → after Not applicable (the target company will cease to exist as a result of the absorption-type merger) |
| Impact on Business Performance | The impact on the Company’s consolidated results will be immaterial. |
| Date of board resolution | 12 November 2026 |
| Contract Date | 12 November 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | The merger is a simplified merger under Article 796, Paragraph 2 of the Companies Act for the Company and a short-form merger under Article 784, Paragraph 1 of the same Act for 大分運輸. Accordingly, it will be carried out without obtaining approval of the merger agreement at a shareholders’ meeting of either company. |
| Management structure after acquisition | All of the business, personnel and related assets handled by 大分運輸 will be transferred to the Company’s Oita Branch. Following the merger, there will be no changes to the Company’s corporate name, business activities, head office location, representative’s title or name, capital or fiscal year-end. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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 optimize the 上組 Group’s management structure, accelerate decision-making and improve operational efficiency. The business base of 大分運輸 will be integrated into 上組’s Oita Branch.
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