This transaction
Name of transactionThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
Wholesale, installation and maintenance of electrical equipment materials, information equipment, construction materials and other products, Sale of control equipment; general building construction; equipment, plant and general repair and maintenance work; installation and safety management of renewable energy power generation systems; and electricity retail brokerage
Because the operating companies succeeding to the businesses through this absorption-type company split will be wholly owned subsidiaries of the Company, the impact on consolidated results is expected to be minor.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 藤井産業マテリアルイノベーション株式会社, 藤井産業インフラソリューション株式会社 |
| Name of the Subject Company | 藤井産業マテリアルイノベーション株式会社, 藤井産業インフラソリューション株式会社 |
| Business Description of the Subject Company | Wholesale, installation and maintenance of electrical equipment materials, information equipment, construction materials and other products, Sale of control equipment; general building construction; equipment, plant and general repair and maintenance work; installation and safety management of renewable energy power generation systems; and electricity retail brokerage |
| Location of the Subject Company | Utsunomiya, Tochigi Prefecture, Utsunomiya, Tochigi Prefecture |
| Capital Stock of the Subject Company | ¥400 million, ¥400 million |
| Date of Establishment of the Subject Company | 1 April 2026 (scheduled), 1 April 2026 (scheduled) |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Impact on Business Performance | Because the operating companies succeeding to the businesses through this absorption-type company split will be wholly owned subsidiaries of the Company, the impact on consolidated results is expected to be minor. |
| Date of board resolution | 27 March 2026 |
| Contract Date | 15 May 2026 (scheduled) |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Approval of the relevant proposals at the Company’s annual general meeting of shareholders scheduled for 25 June 2026 |
| Management structure after acquisition | The holding company will focus on group management functions, while each operating company is expected to respond to changes in the business environment and develop its business with greater agility in line with its business characteristics. Each of the 2 companies being prepared for the split is expected to appoint a representative director, and the Company is expected to second directors to them. |
Items this document does not state (18)
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.The transition is intended to address rapid changes in the business environment and the diversification of the Company’s business operations by enabling the holding company to focus on group management while establishing a structure in which each operating company can develop its business with greater agility in line with its business characteristics. The Company aims to achieve autonomous growth, maximize synergies between businesses, optimize its cost structure and enhance corporate value.