Worth reading
48Recurring
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
4000000
SharesWording
Conditional
How definitive the wording is.This transaction
Additional acquisition of shares (conversion into a consolidated subsidiary)CounterpartyMitsubishi Corporation, Individual shareholders (5 people)
Disclosing companyICHINEN HOLDINGS CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution3 April 2026
Execution Date / Effective Date3 April 2026 (additional acquisition of shares and conversion into a consolidated subsidiary completed)
Target company
Manufacture and sale of chemical fertilizers and blended fertilizers
Location Kamisu, Ibaraki PrefectureShare capital ¥300 millionDate of incorporation 22 May 1936
Net Sales¥3,511.630 million (fiscal year ended June 2025)
Operating profit¥59.393 million (fiscal year ended June 2025)
Net income for the current fiscal year¥40.772 million (fiscal year ended June 2025)
Net assets¥679.660 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceThe acquisition price is not disclosed because a confidentiality agreement has been entered into with the counterparties.
Impact on Business Performance
As a result of this share acquisition, 太陽肥料 will become a consolidated subsidiary of the Company from the fiscal year ending March 2027. The impact on financial results is expected to be immaterial.
Procedures and assumptions
Management structure after acquisitionEffective 3 April 2026, Kimura Heihachi (木村平八) was appointed Representative Director and President of 太陽肥料, and Miyamae Yoichi (宮前陽一), Shigesaka Shunsuke (重阪俊輔), Goto Masayuki (後藤正幸) and Imoto Hisako (井本久子) were appointed directors, with Adachi Hiroshi (足立広志) appointed Audit & Supervisory Board Member. Kimura Heihachi (木村平八) was appointed Representative Director and President of 日本ダイホスカ, and Adachi Hiroshi (足立広志) was appointed Audit & Supervisory Board Member. Change of corporate name and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Additional acquisition of shares (conversion into a consolidated subsidiary) |
| Counterparty name | Mitsubishi Corporation, Individual shareholders (5 people) |
| Name of the Subject Company | 太陽肥料株式会社 |
| Business Description of the Subject Company | Manufacture and sale of chemical fertilizers and blended fertilizers |
| Location of the Subject Company | Kamisu, Ibaraki Prefecture |
| Capital Stock of the Subject Company | ¥300 million |
| Date of Establishment of the Subject Company | 22 May 1936 |
| Net Sales of the Subject Company | ¥3,511.630 million (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | ¥59.393 million (fiscal year ended June 2025) |
| Net Income of the Subject Company | ¥40.772 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | ¥679.660 million (fiscal year ended June 2025) |
| Acquisition price | The acquisition price is not disclosed because a confidentiality agreement has been entered into with the counterparties. |
| Number of shares acquired | 4,000,000 shares (4,000 voting rights) |
| Voting rights ownership percentage | Before 33.3% → after 100.0% |
| Impact on Business Performance | As a result of this share acquisition, 太陽肥料 will become a consolidated subsidiary of the Company from the fiscal year ending March 2027. The impact on financial results is expected to be immaterial. |
| Date of board resolution | 3 April 2026 |
| Execution Date / Effective Date | 3 April 2026 (additional acquisition of shares and conversion into a consolidated subsidiary completed) |
| Management structure after acquisition | Effective 3 April 2026, Kimura Heihachi (木村平八) was appointed Representative Director and President of 太陽肥料, and Miyamae Yoichi (宮前陽一), Shigesaka Shunsuke (重阪俊輔), Goto Masayuki (後藤正幸) and Imoto Hisako (井本久子) were appointed directors, with Adachi Hiroshi (足立広志) appointed Audit & Supervisory Board Member. Kimura Heihachi (木村平八) was appointed Representative Director and President of 日本ダイホスカ, and Adachi Hiroshi (足立広志) was appointed Audit & Supervisory Board Member. Change of corporate name and treatment of employees: Not disclosed |
Items this document does not state (14)
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)Contract DateValuation 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 expand the scale and improve the profitability of the agricultural business, the fertilizer manufacturing expertise and technical capabilities of 太陽肥料 will be combined with those of the Nitto FC Group to expand product proposals to existing customers, increase market share and expand sales.
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