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M&A and Subsidiary Changes9531TOKYO GAS CO.,LTD.Electricity and gas

Notice Concerning a Company Split with a Wholly Owned Subsidiary (TOKYO GAS ENGINEERING SOLUTIONS CORPORATION) (Simplified Absorption-Type Company Split and Abbreviated Absorption-Type Company Split)

Tokyo Gas Co., Ltd. has decided to conduct an absorption-type company split to transfer part of its services business for industrial customers to its wholly owned subsidiary, Tokyo Gas Engineering Solutions Corporation, and has entered into an agreement. The effective date is scheduled for 1 April 2027, and no shares or other consideration will be delivered.

Worth reading
44Recurring
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
0.008
Ratio of sales of the business subject to the company split to the Company’s standalone net sales (%)
Wording
Conditional
How definitive the wording is.

This transaction

This company split (simplified absorption-type company split and abbreviated absorption-type company split)
CounterpartyTokyo Gas Engineering Solutions Corporation
Disclosing companyTOKYO GAS CO.,LTD.
Tokyo Gas Engineering Solutions Corporation (transferee company)Subject of this transactionVoting rights ownership percentage Before 100% (as of 1 April 2026) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Heat supply business, etc.

Location Minato-ku, TokyoShare capital ¥14,000 millionDate of incorporation 1 April 2015
Net Sales¥187,694 million (fiscal year ended March 2026, standalone)
Operating profit¥14,470 million (fiscal year ended March 2026, standalone)
Net income for the current fiscal year¥11,691 million (fiscal year ended March 2026, standalone)
Net assets¥134,508 million (fiscal year ended March 2026, standalone)
Consideration and expenses
Acquisition priceNo shares or other consideration will be allotted or delivered.
Type of ConsiderationNo consideration (no shares or other consideration will be allotted or delivered)
Impact on Business Performance

The impact on the Company’s consolidated results will be minor.

Procedures and assumptions
Management structure after acquisitionFollowing this company split, there will be no changes to the names, locations, titles and names of the representatives, business descriptions, capital, or fiscal year-end of the Company or the transferee company. No information is provided regarding the treatment of employees.
This transaction
ItemDetails
Transaction nameThis company split (simplified absorption-type company split and abbreviated absorption-type company split)
Counterparty nameTokyo Gas Engineering Solutions Corporation
Name of the Subject CompanyTokyo Gas Engineering Solutions Corporation (transferee company)
Business Description of the Subject CompanyHeat supply business, etc.
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥14,000 million
Date of Establishment of the Subject Company1 April 2015
Net Sales of the Subject Company¥187,694 million (fiscal year ended March 2026, standalone)
Operating Profit of the Subject Company¥14,470 million (fiscal year ended March 2026, standalone)
Net Income of the Subject Company¥11,691 million (fiscal year ended March 2026, standalone)
Net Assets of the Subject Company¥134,508 million (fiscal year ended March 2026, standalone)
Acquisition priceNo shares or other consideration will be allotted or delivered.
Type of ConsiderationNo consideration (no shares or other consideration will be allotted or delivered)
Voting rights ownership percentageBefore 100% (as of 1 April 2026) (after not disclosed)
Impact on Business PerformanceThe impact on the Company’s consolidated results will be minor.
Date of board resolution31 August 2026
Contract Date31 August 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Management structure after acquisitionFollowing this company split, there will be no changes to the names, locations, titles and names of the representatives, business descriptions, capital, or fiscal year-end of the Company or the transferee company. No information is provided regarding the treatment of employees.
Items this document does not state (13)
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 CommitteeConditions Precedent to Execution

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 operate this business together with Tokyo Gas Engineering Solutions Corporation’s solutions business, thereby expanding points of contact with new customers, creating opportunities to propose solutions, and accelerating the nationwide rollout of the solutions business.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning a Company Split with a Wholly Owned Subsidiary (TOKYO GAS ENGINEERING SOLUTIONS CORPORATION) (Simplified Absorption-Type Company Split and Abbreviated Absorption-Type Company Split) | TOKYO GAS CO.,LTD. (9531) timely disclosure | Komori