Dai Nippon Toryo Co. (4611) said on Nov. 6 it will make subsidiary Shinto Toryo Co. a wholly owned unit through a share exchange, with Shinto Toryo set to be delisted in February, as it reported first-half net profit of ¥3.43 billion, up 144.2%.
Both boards approved the deal and signed the share exchange agreement on Nov. 6, with Dai Nippon Toryo common stock as consideration. It is a simplified share exchange that does not require approval at Dai Nippon Toryo's shareholders' meeting. Shinto Toryo will seek approval at an extraordinary shareholders' meeting scheduled for January, and the exchange is set to take effect in February. Shinto Toryo shares are scheduled to be delisted from the Tokyo Stock Exchange Standard Market in February.
Dai Nippon Toryo earlier made Shinto Toryo a consolidated subsidiary through a tender offer and a third-party share allotment. The companies said the share exchange is not part of a series of transactions with that deal. Dai Nippon Toryo cited the burden of managing conflicts of interest under the parent-subsidiary listing and plans to combine R&D, production, procurement, sales and logistics, develop industrial coatings as a second pillar after structural coatings, and expand in Southeast Asia. Shinto Toryo set up an independent committee to review the deal.
For the April-September half, net sales rose 11.7% to ¥51.36 billion and operating profit jumped 148.4% to ¥4.52 billion. Domestic paint operating profit rose 492.9% to ¥3.22 billion as structural coating sales recovered after a JIS mark suspension was lifted. The company kept its full-year forecast for net sales of ¥100.0 billion and net profit of ¥5.8 billion, and a year-end dividend of ¥58.
Next steps: Shinto Toryo's extraordinary shareholders' meeting is scheduled for January, with delisting and the effective date both set for February. Dai Nippon Toryo plans to file its semi-annual report on Nov. 9, 2026.
| Hob Co., Ltd. | |
| Offer price | ¥1,140 per share |
| Shobunsha Holdings | |
| Offer price | ¥752 per share |
| Charm Care Corporation | |
| Tender offer price | ¥1,970 per share |
| GEOSTR Corporation | |
| H1 net profit | ¥951 million (up 118.9%) |
| Dai Nippon Toryo Co., Ltd. | |
| H1 net profit attributable to owners | ¥3.43 billion (up 144.2%) |
| Shinto Paint Co., Ltd. | |
| Share exchange effective date | Feb. 25, 2027 (scheduled) |
| Up Garage Group | |
| Maximum shares to be purchased | 880,000 shares (11.09%) |
| Nakku | |
| H1 net income | loss of ¥62 million |
| M&A / TOB | 23 |
| Guidance | 83 |
| Buybacks | 28 |
| Dividends | 22 |
| Capital | 11 |
| Earnings | 275 |
| People | 2 |
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