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 12, 2025 | ||
To whom it may concern: | ||
Company name: Representative: Securities code: Inquiries: URL: | Oriental Shiraishi Corporation Tatsuya Ohno, Representative Director and President 1786 (TSE Prime Market) Yukihiko Hashimoto, Director and General Manager, Administration Division (Telephone: +81-3-6220-0630) https://www.orsc.co.jp/english/ | |
Oriental Shiraishi Corporation (the "Company") hereby announces that it has resolved, at a meeting of the Board of Directors held on November 12, 2025, that Taikoh-Giken Corporation, a consolidated subsidiary of the Company, will conduct an absorption-type merger of Kikumasa Co., Ltd. and Kikumasa Komuten Co., Ltd., both consolidated subsidiaries of the Company (hereinafter the "Merger").
Please note that as the Merger is an absorption-type merger between consolidated subsidiaries, certain disclosure items and details have been omitted.
Purpose
The Group is working to strengthen its caisson business foundation in order to handle anticipated new large-scale projects and highly challenging construction work in the pneumatic caisson business.
In January 2025, the Company acquired all issued shares of Kikumasa Co., Ltd. and made Kikumasa Komuten Co., Ltd., a specialized contractor for the Company's pneumatic caisson business, a consolidated subsidiary.
The Merger will be implemented to enhance caisson construction and maintenance capabilities, promote the sharing of human resources within the Group, and improve the Group's management efficiency. This will be achieved through the integrated operation of Taikoh-Giken Corporation, which handles machinery maintenance and construction support for the Group's caisson business, and Kikumasa Komuten Co., Ltd., which handles specialized construction work.
Summary of the merger
Schedule of the merger
Date of determination by the Board of Directors and Directors (merging companies) November 12, 2025
Date of resolution by the Company's Board of Directors November 12, 2025 Date of merger agreement execution November 12, 2025 Extraordinary General Meeting of Shareholders for merger approval (merging companies)
December 25, 2025
Effective date January 1, 2026
Method of the merger
This is an absorption-type merger involving Taikoh-Giken Corporation as the company surviving the absorption-type merger and Kikumasa Co., Ltd. and Kikumasa Komuten Co., Ltd. as the companies disappearing in the absorption-type merger.
Details of allotment related to the merger
In connection with the Merger, shares of Taikoh-Giken Corporation will be allocated to the Company, which is a shareholder of Kikumasa Co., Ltd.
Handling of share acquisition rights and bonds with share acquisition rights in connection with the Merger
Not applicable.
Overview of merging companies
Company surviving the absorption-type merger
Company disappearing in the absorption-type merger
Company disappearing in the absorption-type merger
(1) Name
Taikoh-Giken Corporation
Kikumasa Co., Ltd.
Kikumasa Komuten Co., Ltd.
(2) Location
1-1-2 Midorigahara, Tsukuba-shi, Ibaraki
5-6-52 Toyosu, Koto-ku, Tokyo
1-9-16 Edanishi, Aoba-ku, Yokohama-shi, Kanagawa
(3) Job title and name of representative
Akihiro Matsuno, Representative Director
Yoshihiro Ogihata, Representative Director
Naoto Yamazaki, Representative Director
(4) Description of business
Construction work, manufacturing of construction machinery
Management guidance through stock ownership of Kikumasa Komuten Co., Ltd.
Excavation construction of pneumatic caissons, etc.
(5) Share capital
20,000 thousand yen
10,000 thousand yen
10,000 thousand yen
(6) Month and year of establishment
February 1971
January 2024
September 1973
(7) Total number of issued shares
1,000 shares
8,000 shares
6,000 shares
(8) Fiscal year-end
March 31
June 30
June 30
(9) Major shareholders and ownership ratios
Oriental Shiraishi Corporation, 100%
Oriental Shiraishi Corporation, 100%
Kikumasa Co., Ltd., 100%
(10) Operating results and financial position for the most recent fiscal year
Fiscal year-end
Fiscal year ending March 31, 2025 (Separate)
Fiscal year ending June 30, 2025
(Separate)
Fiscal year ending June 30, 2025
(Separate)
Net assets
2,394 million yen
374 million yen
764 million yen
Total Assets
3,045 million yen
1,228 million yen
1,140 million yen
Net assets per share (yen)
2,394,924.46 yen
46,831.64 yen
127,471.31 yen
Net sales
2,946 million yen
0 million yen
617 million yen
Operating profit
247 million yen
△8 million yen
5 million yen
Ordinary profit
256 million yen
△18 million yen
11 million yen
Current net income
168 million yen
△19 million yen
△191 million yen
Current net income per share
168,043.95 yen
△2376.72 yen
△31,928.40 yen
Status after the merger
There are no changes to the name, location, job title and name of the representative, description of business, or share capital of the company surviving the absorption-type merger resulting from the Merger.
Future outlook
The Merger is an absorption-type merger between consolidated subsidiaries and therefore has no impact on consolidated financial results.
