Worth reading
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How definitive the wording is.This transaction
Acquisition of shares and conversion into a subsidiaryCounterpartyMitsubishi Corporation, UBE Corporation
Disclosing companyICHINEN 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
Export and import of fertilizer raw materials, and sales of various fertilizer products and agricultural materials, Manufacture and sale of fertilizers
Location Chiyoda-ku, Tokyo, Chiyoda-ku, TokyoShare capital ¥300 million, ¥1,226 millionDate of incorporation 2 October 1989, 27 May 1966
Net Sales¥26,337 million (fiscal year ended March 2025), ¥14,898 million (fiscal year ended March 2025)
Operating profit¥317 million (fiscal year ended March 2025), ¥259 million (fiscal year ended March 2025)
Net income for the current fiscal year¥233 million (fiscal year ended March 2025), -¥359 million (fiscal year ended March 2025)
Net assets¥1,398 million (fiscal year ended March 2025), ¥4,693 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceThe purchase price will not be disclosed because the company has entered into a confidentiality agreement with the counterparties.
Impact on Business Performance
If any matter requiring disclosure arises regarding the impact on financial results, it will be disclosed promptly.
Procedures and assumptions
Management structure after acquisition三菱商事アグリサービス株式会社 and エムシー・ファーティコム株式会社 are expected to become consolidated subsidiaries of the company from the fiscal year ending March 2027. The company names, representatives and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Counterparty name | Mitsubishi Corporation, UBE Corporation |
| Name of the Subject Company | 三菱商事アグリサービス株式会社, エムシー・ファーティコム株式会社 |
| Business Description of the Subject Company | Export and import of fertilizer raw materials, and sales of various fertilizer products and agricultural materials, Manufacture and sale of fertilizers |
| Location of the Subject Company | Chiyoda-ku, Tokyo, Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥300 million, ¥1,226 million |
| Date of Establishment of the Subject Company | 2 October 1989, 27 May 1966 |
| Net Sales of the Subject Company | ¥26,337 million (fiscal year ended March 2025), ¥14,898 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥317 million (fiscal year ended March 2025), ¥259 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥233 million (fiscal year ended March 2025), -¥359 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥1,398 million (fiscal year ended March 2025), ¥4,693 million (fiscal year ended March 2025) |
| Acquisition price | The purchase price will not be disclosed because the company has entered into a confidentiality agreement with the counterparties. |
| Number of shares acquired | 三菱商事アグリサービス株式会社: 6,000 shares (6,000 voting rights), エムシー・ファーティコム株式会社: 1,089,481 shares (1,089,481 voting rights) |
| Voting rights ownership percentage | 0.0% → 100.0%（100.0%）, 0.0% → 93.16%（93.16%） |
| Impact on Business Performance | If any matter requiring disclosure arises regarding the impact on financial results, it will be disclosed promptly. |
| Date of board resolution | 3 April 2026 |
| Contract Date | 3 April 2026 |
| Execution Date / Effective Date | 1 June 2026 (予定) |
| Management structure after acquisition | 三菱商事アグリサービス株式会社 and エムシー・ファーティコム株式会社 are expected to become consolidated subsidiaries of the company from the fiscal year ending March 2027. The company names, representatives and treatment of employees: not disclosed |
Items this document does not state (13)
Expenses 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)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.The company aims to expand the scale of its agricultural-related business and improve its profitability, with the goal of making it one of its core businesses. It will strengthen its procurement and sales capabilities by leveraging 三菱商事アグリサービス株式会社's raw-material procurement routes and sales network, and aims to enhance its product proposal capabilities, competitiveness and market share by combining エムシー・ファーティコム株式会社's product development capabilities with those of the Nitto FC Group.
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