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How definitive the wording is.This transaction
This share transferDisclosing companyKyushu Electric Power Company,Incorporated
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
Electricity business, etc.
Location Chuo Ward, Fukuoka City, Fukuoka PrefectureShare capital ¥237,304,863,699Date of incorporation 1 May 1951
Net Sales¥2,356,833 million (fiscal year ended March 2025)
Operating profit¥199,564 million (fiscal year ended March 2025)
Net income for the current fiscal year¥128,766 million (fiscal year ended March 2025; profit attributable to owners of the parent on a consolidated basis)
Net assets¥1,031,280 million (fiscal year ended March 2025; consolidated net assets)
Consideration and expenses
Type of ConsiderationShares (one share of the same class in the holding company for each common share or Class B preferred share of Kyushu Electric Power Company,Incorporated)
Merger ratio/share exchange ratio1:1 (キューデンホールディングス株式会社 will be the wholly owning parent company established through the share transfer, and Kyushu Electric Power Company,Incorporated will be the wholly owned subsidiary through the share transfer)
Impact on Business Performance
The impact of this share transfer on financial results is expected to be immaterial.
Procedures and assumptions
Valuation methodologyNo valuation was conducted by a third-party institution. On the grounds that there will be no change in the shareholder composition, one share of the holding company will be allotted for each share of the Company.
Independent valuation institutionNot applicable (no valuation was conducted by a third-party institution)
Conditions Precedent to ExecutionApproval and other prescribed procedures at the 102nd Annual General Meeting of Shareholders and the Class Meeting of Ordinary Shareholders to be held on 25 June 2026
Management structure after acquisitionThe holding company's corporate name will be キューデンホールディングス株式会社, and its Representative Director and President, Executive Officer, will be Nishiyama Masaru (西山勝). Kyushu Electric Power Company,Incorporated will become a wholly owned subsidiary of the holding company, which will direct and oversee the Group's management. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Name of the Subject Company | Kyushu Electric Power Company,Incorporated |
| Business Description of the Subject Company | Electricity business, etc. |
| Location of the Subject Company | Chuo Ward, Fukuoka City, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥237,304,863,699 |
| Date of Establishment of the Subject Company | 1 May 1951 |
| Net Sales of the Subject Company | ¥2,356,833 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥199,564 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥128,766 million (fiscal year ended March 2025; profit attributable to owners of the parent on a consolidated basis) |
| Net Assets of the Subject Company | ¥1,031,280 million (fiscal year ended March 2025; consolidated net assets) |
| Type of Consideration | Shares (one share of the same class in the holding company for each common share or Class B preferred share of Kyushu Electric Power Company,Incorporated) |
| Merger ratio/share exchange ratio | 1:1 (キューデンホールディングス株式会社 will be the wholly owning parent company established through the share transfer, and Kyushu Electric Power Company,Incorporated will be the wholly owned subsidiary through the share transfer) |
| Number of shares acquired | All issued shares of Kyushu Electric Power Company,Incorporated. The number of new shares to be issued by the holding company is scheduled to be based on 474,183,951 common shares and 2,000 Class B preferred shares (number of voting rights: Not disclosed) |
| Impact on Business Performance | The impact of this share transfer on financial results is expected to be immaterial. |
| Date of board resolution | 26 March 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Valuation methodology | No valuation was conducted by a third-party institution. On the grounds that there will be no change in the shareholder composition, one share of the holding company will be allotted for each share of the Company. |
| Independent valuation institution | Not applicable (no valuation was conducted by a third-party institution) |
| Conditions Precedent to Execution | Approval and other prescribed procedures at the 102nd Annual General Meeting of Shareholders and the Class Meeting of Ordinary Shareholders to be held on 25 June 2026 |
| Management structure after acquisition | The holding company's corporate name will be キューデンホールディングス株式会社, and its Representative Director and President, Executive Officer, will be Nishiyama Masaru (西山勝). Kyushu Electric Power Company,Incorporated will become a wholly owned subsidiary of the holding company, which will direct and oversee the Group's management. Employee treatment: Not disclosed |
Items this document does not state (12)
Counterparty nameAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount 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.To establish a structure that allocates management resources from the perspective of optimizing the Group as a whole, with nuclear safety as the overriding priority, while enabling each operating company to manage its business autonomously and swiftly, thereby contributing to the development of the comprehensive energy services business and growth businesses.
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