Shinto Paint Co., Ltd. (4615) will become a wholly owned subsidiary of its parent Dai Nippon Toryo Co., Ltd. (4611) through a share exchange effective Feb. 25, 2027, with its shares to be delisted from the Tokyo Stock Exchange Standard Market on Feb. 22, 2027.
The boards of both companies approved the deal and signed a share exchange agreement on Nov. 6. Dai Nippon Toryo will use a simplified share exchange under Article 796, Paragraph 2 of the Companies Act, which does not require approval at its shareholders' meeting. Shinto Paint will seek approval at an extraordinary shareholders' meeting. Minority shareholders will receive Dai Nippon Toryo common stock as consideration.
Dai Nippon Toryo made Shinto Paint a subsidiary through a tender offer launched Feb. 7, 2025, at 90 yen per share, in which no general shareholders tendered, followed by a third-party allotment completed March 18, 2025. The companies said the parent-subsidiary listing required more time and administrative effort than expected to manage conflicts of interest, and that maintaining two listed structures added costs, leaving the benefits of their alliance limited. Dai Nippon Toryo proposed the deal on July 28, 2026. The companies plan to combine R&D, production, procurement and logistics, build up industrial coatings (electrodeposition and powder) as a core business, and expand in Southeast Asia.
Shinto Paint also reported first-half results for the fiscal year ending March 2027:
| Item | Amount | YoY |
|---|---|---|
| Net sales | ¥10.82 billion | +1.4% |
| Operating profit | ¥245 million | +99.7% |
| Net profit attributable to owners of parent | ¥282 million | +463.8% |
The company kept its full-year forecast for net sales of ¥20.0 billion and net profit of ¥400 million, with a dividend forecast of zero.
Next steps: Shinto Paint's extraordinary shareholders' meeting is scheduled for Jan. 15, 2027. The last trading day is Feb. 19, 2027, delisting is set for Feb. 22, and the share exchange takes effect Feb. 25.
| 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 |
Summaries of public disclosures by Japanese listed companies. Not investment advice; accuracy not guaranteed. Figures and dates in the TDnet originals prevail.
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