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How definitive the wording is.This transaction
This mergerCounterparty株式会社ケイディアイ, 株式会社ジェイウッド
Disclosing companyNAC CO.,LTD.
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.
| Item | Details |
|---|---|
| Transaction name | This 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 Company | Contracting for construction work |
| Location of the Subject Company | Izumi-ku, Sendai, Miyagi Prefecture |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | October 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 Company | Negative ¥36 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | Negative ¥850 million (fiscal year ending March 2026) |
| Acquisition price | No shares or other monetary consideration will be allotted. |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allotted) |
| Voting 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) |
| Impact on Business Performance | The impact on our consolidated results will be immaterial. |
| Date of board resolution | 6 November 2026 |
| Contract Date | 17 December 2026 (scheduled) |
| Execution Date / Effective Date | 1 March 2027 (scheduled) |
| Conditions Precedent to Execution | Approval at a merger approval general meeting of shareholders of the companies involved in the merger (scheduled for 18 February 2027) |
| Management structure after acquisition | There 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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