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How definitive the wording is.This transaction
This mergerCounterparty (target company)クラブツーリズム株式会社, Kinki Nippon Tourist Co., Ltd., 株式会社近畿日本ツーリストブループラネット
Disclosing companyKNT-CT Holdings Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Travel business, Travel business, Travel business
Location Koto-ku, Tokyo, Shinjuku-ku, Tokyo, Koto-ku, TokyoShare capital ¥100 million, ¥100 million, ¥100 millionDate of incorporation 1 July 1993, 1 November 2017, 3 September 2012
Net Sales¥141,820 million (fiscal year ended March 2026), ¥114,228 million (fiscal year ended March 2026), ¥24,673 million (fiscal year ended March 2026)
Operating profit¥3,431 million (fiscal year ended March 2026), ¥1,281 million (fiscal year ended March 2026), ¥91 million (fiscal year ended March 2026)
Net income for the current fiscal year¥4,802 million (fiscal year ended March 2026), ¥2,144 million (fiscal year ended March 2026), ¥262 million (fiscal year ended March 2026)
Net assets¥24,352 million (fiscal year ended March 2026), ¥10,513 million (fiscal year ended March 2026), ¥1,992 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition pricenot disclosed (No shares or other consideration will be allotted or delivered in connection with this merger)
Type of ConsiderationNo consideration (No shares or other consideration will be allotted or delivered in connection with this merger)
Impact on Business Performance
The impact on our consolidated results will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionThe proposal for the partial amendments to the Articles of Incorporation is approved at the annual general meeting of shareholders scheduled for 16 June 2026, and the procedures required for this merger are completed. The merger itself will be conducted without a resolution approving it at a shareholders' meeting.
Management structure after acquisitionThe corporate name is scheduled to be changed to ＫＮＴＣＴ株式会社 (English: KNTCT Co.,Ltd.). The Company will transition from a pure holding company to an operating holding company, with the Company itself becoming the principal entity responsible for business operations. There are no plans to change the head office location, the title or name of the representative, the capital, or the fiscal year-end. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | クラブツーリズム株式会社, Kinki Nippon Tourist Co., Ltd., 株式会社近畿日本ツーリストブループラネット |
| Name of the Subject Company | クラブツーリズム株式会社, Kinki Nippon Tourist Co., Ltd., 株式会社近畿日本ツーリストブループラネット |
| Business Description of the Subject Company | Travel business, Travel business, Travel business |
| Location of the Subject Company | Koto-ku, Tokyo, Shinjuku-ku, Tokyo, Koto-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million, ¥100 million, ¥100 million |
| Date of Establishment of the Subject Company | 1 July 1993, 1 November 2017, 3 September 2012 |
| Net Sales of the Subject Company | ¥141,820 million (fiscal year ended March 2026), ¥114,228 million (fiscal year ended March 2026), ¥24,673 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥3,431 million (fiscal year ended March 2026), ¥1,281 million (fiscal year ended March 2026), ¥91 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥4,802 million (fiscal year ended March 2026), ¥2,144 million (fiscal year ended March 2026), ¥262 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥24,352 million (fiscal year ended March 2026), ¥10,513 million (fiscal year ended March 2026), ¥1,992 million (fiscal year ended March 2026) |
| Acquisition price | not disclosed (No shares or other consideration will be allotted or delivered in connection with this merger) |
| Type of Consideration | No consideration (No shares or other consideration will be allotted or delivered in connection with this merger) |
| Voting rights ownership percentage | Before 100% held by the Company (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | The impact on our consolidated results will be immaterial |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | The proposal for the partial amendments to the Articles of Incorporation is approved at the annual general meeting of shareholders scheduled for 16 June 2026, and the procedures required for this merger are completed. The merger itself will be conducted without a resolution approving it at a shareholders' meeting. |
| Management structure after acquisition | The corporate name is scheduled to be changed to ＫＮＴＣＴ株式会社 (English: KNTCT Co.,Ltd.). The Company will transition from a pure holding company to an operating holding company, with the Company itself becoming the principal entity responsible for business operations. There are no plans to change the head office location, the title or name of the representative, the capital, or the fiscal year-end. Employee treatment: not disclosed |
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 expand growth areas swiftly and reliably, the Company will directly oversee the operation of its principal businesses and integrate the process from decision-making through execution. The Company will also utilize the management resources of each company to realize synergies among the businesses and improve operational efficiency by consolidating divisions and functions.
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