Notice of Merger between Consolidated sub-subsidiaries (Effective date: October 1, 2022)
April 01, 2022 at 03:13 am EDT
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April 1,2022
Company Name
Takamatsu Construction Group Co., Ltd.
Representative Name Representative Director and President Hirotaka Takamatsu
(Securities Code 1762 First section of the Tokyo Stock Exchange)
Contact
Managing Officer, Group Integration Division Masahiro Shimabayashi
(TEL +81-3-3455-8108)
Notice of Merger between Consolidated sub-subsidiaries
(Effective date: October 1, 2022)
Takamatsu Construction Group Co., Ltd. hereby announce that our consolidated sub-subsidiaries, Takamatsu Estate Osaka Co., Ltd. (head office: Yodogawa-ku Osaka, President and Representative Director: Shinji Komatsu, referred to as "Takamatsu Estate Osaka") and Takamatsu Estate Tokyo Co., Ltd. (head office: Chiyoda-ku Tokyo, President and Representative Director: Hirofumi Fujita, referred to as "Takamatsu Estate Tokyo"), have entered into a merger agreement effective March 26, 2022, and have decided to merge.
Takamatsu Estate Osaka and Takamatsu Estate Tokyo are wholly owned subsidiaries of Takamatsu Corporation ( head office: Yodogawa-ku Osaka, President and Representative Director: Takatoshi Takamatsu), which is a consolidated subsidiary of the Company, and are therefore consolidated sub-subsidiaries.
Notes
1. Main Purpose of the Merger
The merger aims to integrate the business strategies and optimize the management resources of Takamatsu Estate Osaka and Takamatsu Estate Tokyo. Specifically, the merger has the following three objectives
(1) Strengthen sales force: To improve business performance by developing effective sales measures in both Tokyo and Osaka.
(2) Promotion of human resource exchange and education: By integrating personnel systems, business processes, and IT systems, we can activate personnel transfers and personnel exchanges, and improve the quality of human resources training, thereby realizing more appropriate personnel allocation for future growth areas.
(3) Improved efficiency in administrative and operations departments: To improve operational efficiency and specialization by consolidating overlapping functions
2. Summary of the Merger
(1) Merger Schedule
Date of resolution by the Board of Directors (the Company):March 16 , 2022
Extraordinary shareholders' meeting to approve the merger agreement (the merging companies):
March 17, 2022
Merger agreement execution date:March 26, 2022 Effective date of merger:October 1, 2022(schedule)
(2) Method of merger
An absorption-type merger in which Takamatsu Estate Osaka is the surviving company and Takamatsu Estate Tokyo is the absorbed company.
(3) Merger consideration
There will be no issuance of shares or allotment of money, etc.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights in connection with the merger
Not applicable.
3. Summary of companies involved in the merger
Surviving Company
Consolidated Company
(1) Name
Takamatsu Estate (Osaka)
Takamatsu Estate (Tokyo)
(2) Location
1-2-13 Shin-kitano, Yodogawa-ku, Osaka
1-1 Kanda Mitoshiro-cho, Chiyoda-ku, Tokyo
(3) Name and position of representative
Shinji Komatsu,
Representative Director & President
Hirofumi Fujita,
Representative Director & President
(4) Description of business
・Building Management ・Real Estate Consultant ・Nursing care service business
・Building Management ・Real Estate Consultant
(5) Capital
50 million yen
50 million yen
(6) Date of Establishment
April 1, 1994
December 20, 2000
(7) Number of
Issued Shares
1,000 shares
1,000 shares
(8) Fiscal year-end
March
March
(9) Shareholders and Stockholding ratio
Takamatsu Corporation owns 100% of the shares
Takamatsu Corporation owns 100% of the shares
(10)Status of the immediately preceding fiscal year (FY ended March 2021)
Total assets
5,522 million yen
4,993 million yen
Net assets
3,355 million yen
2,426 million yen
Net sales
11,261 million yen
8,119 million yen
Operating profit
1,058 million yen
739 million yen
Number of Employees
205
127
Number of units under management
20,623
8,463
4. Post-Merger Status
(1) Name
Takamatsu Estate Co., Ltd.
(2) Location
1-2-13 Shin-kitano, Yodogawa-ku, Osaka
(3) Name and position of representative
Shinji Komatsu,
Representative Director & President
(4) Capital
50 million yen
(5) Shareholders and Stockholding ratio
Takamatsu Corporation owns 100% of the shares
5. Post-Merger Outlook
Since this merger is a merger between consolidated sub-subsidiaries of the Company, the impact of the merger on the Company's consolidated financial results is not material.
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Takamatsu Construction Group Co. Ltd. published this content on 01 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2022 07:12:06 UTC.
TAKAMATSU CONSTRUCTION GROUP CO., LTD. is a Japan-based company mainly engaged in the construction business, civil engineering business, real estate business and related businesses. The Company operates in three business segments. The Construction segment is engaged in business about construction and real estate, shrines and temples, reinforced concrete (RC) detached houses, interior renovation, renovation and maintenance, civil engineering, harbor and ocean related civil engineering and construction business. The Civil Engineering segment is engaged in marine civil engineering work, pavement work, slope protection and ground improvement work, pavement and general civil work, and excavation and survey of buried cultural properties business. The Real Estate segment provides real estate consultants, real estate business, real estate sale and brokerage business. The Company is also engaged in the development of construction finance business.