Nippon Seiro Co., Ltd. (5010) said on Sept. 29 its board approved absorbing wholly owned subsidiary Technowax Co., Ltd., effective Jan. 1, 2027, with no shares or cash to be allotted.
The merger aims to improve management efficiency and productivity, the Tokyo-based maker of petroleum wax and heavy oil said. Nippon Seiro will be the surviving company and Technowax will be dissolved. The two companies signed the merger agreement on Sept. 29.
The deal qualifies as a simplified merger for Nippon Seiro under Article 796, Paragraph 2 of the Companies Act and as a short-form merger for Technowax under Article 784, Paragraph 1, so neither company will seek shareholder approval of the agreement.
Technowax, established on April 30, 2008, and based in Ami, Ibaraki Prefecture, provides contract manufacturing and processing of wax products. It has capital of ¥50 million and 50 shares outstanding. Nippon Seiro has capital of ¥100 million and 22.4 million shares outstanding.
| Item (FY to Dec. 2025) | Nippon Seiro (consolidated) | Technowax (non-consolidated) |
|---|---|---|
| Net sales | ¥19,776 million | ¥1,848 million |
| Operating profit | ¥1,173 million | ¥18 million |
| Net profit | ¥697 million | ¥16 million |
| Total assets | ¥27,279 million | ¥276 million |
| Net assets | ¥6,378 million | ¥109 million |
Nippon Seiro's name, address, representative, business, capital and fiscal year-end will not change after the merger. The company said the impact on its consolidated results will be minor because Technowax is wholly owned.
Next step: The merger is scheduled to take effect on Jan. 1, 2027.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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