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M&A and Subsidiary Changes9788NAC CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries

株式会社ケイディアイ, our wholly owned subsidiary, will absorb 株式会社ジェイウッド, also our wholly owned subsidiary. 株式会社ケイディアイ will be the surviving company, integrating the sales, construction and administrative functions of the housing business.

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This transaction

This merger
Counterparty株式会社ケイディアイ, 株式会社ジェイウッド
Disclosing companyNAC CO.,LTD.
株式会社ジェイウッドSubject of this transactionVoting rights ownership percentage Before NAC CO.,LTD. 100% (株式会社ケイディアイ and 株式会社ジェイウッド) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Contracting for construction work

Location Izumi-ku, Sendai, Miyagi PrefectureShare capital ¥100 millionDate of incorporation October 2004
Net Sales¥4,163 million (fiscal year ending March 2026)
Operating profit¥5 million (fiscal year ending March 2026)
Net income for the current fiscal yearNegative ¥36 million (fiscal year ending March 2026)
Net assetsNegative ¥850 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allotted.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted)
Impact on Business Performance

The impact on our consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionApproval at a merger approval general meeting of shareholders of the companies involved in the merger (scheduled for 18 February 2027)
Management structure after acquisitionThere will be no changes to the name, location, representative's title or name, business description, capital or fiscal year-end of the surviving company in the merger. Employee treatment: Not disclosed.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社ケイディアイ, 株式会社ジェイウッド
Name of the Subject Company株式会社ジェイウッド
Business Description of the Subject CompanyContracting for construction work
Location of the Subject CompanyIzumi-ku, Sendai, Miyagi Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject CompanyOctober 2004
Net Sales of the Subject Company¥4,163 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥5 million (fiscal year ending March 2026)
Net Income of the Subject CompanyNegative ¥36 million (fiscal year ending March 2026)
Net Assets of the Subject CompanyNegative ¥850 million (fiscal year ending March 2026)
Acquisition priceNo shares or other monetary consideration will be allotted.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted)
Voting rights ownership percentageBefore NAC CO.,LTD. 100% (株式会社ケイディアイ and 株式会社ジェイウッド) (after not disclosed)
Impact on Business PerformanceThe impact on our consolidated results will be immaterial.
Date of board resolution6 November 2026
Contract Date17 December 2026 (scheduled)
Execution Date / Effective Date1 March 2027 (scheduled)
Conditions Precedent to ExecutionApproval at a merger approval general meeting of shareholders of the companies involved in the merger (scheduled for 18 February 2027)
Management structure after acquisitionThere will be no changes to the name, location, representative's title or name, business description, capital or fiscal year-end of the surviving company in the merger. 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 consolidate management resources and improve operational efficiency, operate the sales, construction and administrative functions of the housing business as an integrated system, and strengthen the service delivery structure.

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Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries | NAC CO.,LTD. (9788) timely disclosure | Komori