Worth reading
62In focus
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
351600
Shares (planned)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)Target company name
Disclosing companyNAC CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Business description of the target company
Location Chiba Prefecture, Ichihara CityShare capital ¥20 millionDate of incorporation 1 December 1994
Net Sales¥251 million (fiscal year ended July 2025)
Operating profitOperating loss of ¥4 million (fiscal year ended July 2025)
Net income for the current fiscal yearNet loss of ¥3 million (fiscal year ended July 2025)
Net assetsNet assets of ¥245 million (fiscal year ended July 2025)
Consideration and expenses
Type of ConsiderationType of consideration (351,600 shares of NAC common stock will be delivered. All shares are scheduled to be sourced from NAC treasury stock.)
Merger ratio/share exchange ratio1:879 (NAC CO.,LTD.: 株式会社洋光. 879 shares of NAC common stock will be allotted for each share of 株式会社洋光. NAC CO.,LTD. will be the wholly owning parent company and 株式会社洋光 will be the wholly owned subsidiary.)
Funding arrangementsNAC treasury stock is scheduled to be used
Impact on Business Performance
The impact of this share exchange on NAC CO.,LTD.'s consolidated results is expected to be immaterial
Procedures and assumptions
Valuation methodologyMarket price method and DCF method (discounted cash flow method)
Independent valuation institution株式会社クリフィックス FAS
Conditions Precedent to ExecutionApproval of the share exchange agreement by resolution at the extraordinary shareholders' meeting of 株式会社洋光 scheduled to be held on 28 August 2026. NAC CO.,LTD. will not require approval by a shareholders' meeting because this is a simplified share exchange.
Management structure after acquisitionThere will be no changes to the corporate name, head office location, titles and names of representatives, business description, stated capital or fiscal year-end of NAC CO.,LTD. The treatment of the target company's representative and employees is Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Target company name |
| Name of the Subject Company | Target company name |
| Business Description of the Subject Company | Business description of the target company |
| Location of the Subject Company | Chiba Prefecture, Ichihara City |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | 1 December 1994 |
| Net Sales of the Subject Company | ¥251 million (fiscal year ended July 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥4 million (fiscal year ended July 2025) |
| Net Income of the Subject Company | Net loss of ¥3 million (fiscal year ended July 2025) |
| Net Assets of the Subject Company | Net assets of ¥245 million (fiscal year ended July 2025) |
| Type of Consideration | Type of consideration (351,600 shares of NAC common stock will be delivered. All shares are scheduled to be sourced from NAC treasury stock.) |
| Merger ratio/share exchange ratio | 1:879 (NAC CO.,LTD.: 株式会社洋光. 879 shares of NAC common stock will be allotted for each share of 株式会社洋光. NAC CO.,LTD. will be the wholly owning parent company and 株式会社洋光 will be the wholly owned subsidiary.) |
| Funding arrangements | NAC treasury stock is scheduled to be used |
| Impact on Business Performance | The impact of this share exchange on NAC CO.,LTD.'s consolidated results is expected to be immaterial |
| Date of board resolution | 28 August 2026 |
| Contract Date | 28 August 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Valuation methodology | Market price method and DCF method (discounted cash flow method) |
| Independent valuation institution | 株式会社クリフィックス FAS |
| Conditions Precedent to Execution | Approval of the share exchange agreement by resolution at the extraordinary shareholders' meeting of 株式会社洋光 scheduled to be held on 28 August 2026. NAC CO.,LTD. will not require approval by a shareholders' meeting because this is a simplified share exchange. |
| Management structure after acquisition | There will be no changes to the corporate name, head office location, titles and names of representatives, business description, stated capital or fiscal year-end of NAC CO.,LTD. The treatment of the target company's representative and employees is Not disclosed |
Items this document does not state (10)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Special 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.By bringing 株式会社洋光 into the group, NAC CO.,LTD. aims to strengthen its business base and expand its sales area in Chiba Prefecture, thereby supporting further growth of its DUSKIN business and enhancing corporate value.
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