Kumiai Chemical Industry Co., Ltd.
Notice on the Complete Subsidiarization of Three Consolidated Subsidiaries through Simplified Share Exchange
Resolution and contract for the simplified share exchange that makes the three target consolidated subsidiaries (Ihara Kensetsu, Kumika Logistics, Nippon Insatsu) wholly owned subsidiaries of the Kumuai Chemical Group. The share exchange ratio adopts a variable share exchange ratio method, with the number of shares to be issued determined based on the value of the parent as of the reference date. Public approval is at the subsidiaries' general meetings of shareholders, with effective date planned for November 1, 2026.
Key Figures
- Per-share share value determination range (Ihara Kensetsu: 1,208 yen～1,624 yen, Kumika Logistics: 636 yen～3,350 yen, Nippon Insatsu: 257 yen～300 yen)
- Share exchange ratio determination method: Variable share exchange ratio method
- Effective date: November 1, 2026 (scheduled)
AI要約
Section Heading
The purpose of this share exchange is to accelerate, streamline, and make group operations more flexible, promoting stable group management. The three target companies are Ihara Kensetsu Kogyo, Kumika Logistics, and Nippon Insatsu, with Kumuai Chemical as the complete parent company of the share exchange and each of the three becoming a wholly-owned subsidiary of the same. The share exchange method uses a variable share exchange ratio, with the parent issuing shares as consideration.
Section 2 Heading
Allocation details involve valuing the three companies' shares by a third-party organization (Akasaka International Accounting), issuing Kumika Chemical shares for each share of the target consolidated subsidiaries. The ratio will be determined using the average share price to mitigate pre- and post-announcement stock price movements. Also described are procedures for rounding, and buyback and sale requests for fractional shares.
Kumuai Kagaku Kogyo Kabushiki Kaisha
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