Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
November 6, 2025
Company name: Arisawa Mfg. Co., Ltd. Name of representative: Yuta Arisawa, Representative
Director and CEO
(Securities code: 5208; TSE Prime Market)
Inquiries: Takeshi Masuda, Director and Senior Managing Operating Officer (Telephone: +81-25-524-7101)
Notice of Absorption-type Merger (Simplified Merger and Short-form Merger) of a Wholly Owned SubsidiaryArisawa Mfg. Co., Ltd. (the "Company") hereby announces that it has resolved, at a meeting of the Board of Directors held on November 6, 2025, to conduct an absorption-type merger with its wholly owned subsidiary, Arisawa Kenko Ltd. (hereinafter, "Arisawa Kenko"), on February 1, 2026 as follows.
As the merger qualifies as a simplified absorption-type merger involving a wholly owned subsidiary, certain disclosure items and details have been omitted from this notice.
Purpose of the absorption-type merger
The Company acquired all of the shares of Arisawa Kenko on August 29, 2025, subject to the approval of the shareholders at the 77th Ordinary General Meeting of Shareholders held on June 26, 2025, as announced in the "Notice Regarding Acquisition of Shares of Arisawa Kenko Ltd. (Acquisition through procedures equivalent to the acquisition of treasury stock from specific shareholders)" dated May 22, 2025.
Arisawa Kenko is an asset management company of the Company's founding family, whose large portion of the assets is the shares of the Company, and its principal business is the holding of the Company's shares, not substantially conducting business. For these reasons, the Company, which is the surviving company, has decided to conduct an absorption-type merger with Arisawa Kenko and, as a result, acquire the shares held by Arisawa Kenko as treasury shares.
504,338 shares of the Company that Arisawa Kenko owns will become treasury shares of the Company through the merger. These treasury shares will be disposed of as restricted stock to our directors.
Summary of the merger
Schedule of the merger
Date of resolution of the merger agreement: November 6, 2025 Date of conclusion of the merger agreement: November 6, 2025 Effective date of the merger: February 1, 2026 (scheduled)
(Note) As this merger qualifies as a simplified absorption-type merger for the Company, pursuant to Article 796, paragraph (2) of the Companies Act, and as a short-form merger for Arisawa Kenko, pursuant to Article 784, paragraph (1) of the same Act, it will be conducted without obtaining approval at the general meeting of shareholders of both companies, concerning the merger agreement.
Method of merger
This is an absorption-type merger in which the Company will be the surviving company, and Arisawa Kenko will be dissolved.
Details of allotment pertaining to the merger
No shares, cash, or other consideration will be allotted in connection with the merger.
Treatment of stock acquisition rights and bonds with stock acquisition rights of the dissolving company There are no applicable items.
Outline of the companies involved in the merger (as of September 30, 2025)
Surviving company
in the absorption-type merger
Dissolving company
in the absorption-type merger
(1) Name
Arisawa Mfg. Co., Ltd.
Arisawa Kenko Ltd.
(2) Location
1-5-5, Minami-honcho, Joetsu-shi, Niigata,
Japan
3-11-44, Nishishiro-cho, Joetsu-shi, Niigata,
Japan
(3) Name and title
of representative
Yuta Arisawa, President and Representative Director
Sanji Arisawa, Representative Director
(4) Business
description
Manufacture and sales of electronic materials, industrial structural materials, electrical insulating materials, display
materials, and so forth
Sales and purchase of securities, and leasing and management of real estates
(5) Capital
7,881 million yen
317 million yen
(6) Date of
establishment
July 1, 1949
March 5, 1986
(7) Number of
issued shares
33,603,924 shares
3,176 shares
(8) Fiscal year-
end
March 31
April 30
(9) Major
shareholders and shareholding ratios
The Master Trust Bank of Japan, Ltd. (Trust account)
13.69%
Mitsubishi Gas Chemical Company, Inc. 4.41%
Custody Bank of Japan, Ltd. (Trust account)
3.24%
Arisawa Mfg. Co., Ltd. 100.00%
(10) Financial position and operating results for the most recent fiscal year
(Millions of yen, unless otherwise noted)
Fiscal year
March 31, 2025 (Consolidated)
April 30, 2025 (Non-consolidated)
Net assets
48,559
582
Total assets
71,736
583
Net assets per
share
1,461.64 yen
183,523.65 yen
Net sales
49,815
2
Operating profit
4,893
(0)
Ordinary profit
5,267
41
Profit attributable to owners of parent
or profit
3,969
39
Basic earnings per
share
119.49 yen
12,294.34 yen
Status after the merger
There will be no changes to the Company's name, location, representative (name and title), business description, share capital, or fiscal year-end.
Impact on financial results
As the merger involves a wholly owned subsidiary, it will have a negligible impact on the Company's consolidated financial results.