Execution of a Capital and Business Alliance Agreement with Azbil Corporation and Changes in the Major Shareholder and Other Affiliated Company
OTEC CORPORATION, Azbil Corporation, and five investment limited partnerships whose general partners are companies in Hikari Tsushin Group
To further strengthen the capital relationship and promote the mutual use of the customer base, technology, know-how and human resources of both companies, thereby strengthening their construction and engineering capabilities, expanding renovation and maintenance services for existing buildings, and advancing the joint development of new products and services, with the aim of achieving sustainable growth and enhancing corporate value over the medium to long term.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
7,500 voting rights (4.79%), as of 31 March 2026. Direct ownership: 7,500 voting rights; no voting rights subject to aggregation.
31,370 voting rights (20.04%), based on the figures communicated by Azbil Corporation on 26 October 2026. Direct ownership: 31,370 voting rights; no voting rights subject to aggregation. The scheduled date of the change is early November 2026.
Related procedures
Notification to the Japan Fair Trade Commission regarding the acquisition of shares under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade
Japan Fair Trade Commission
The company believes that this matter will contribute to improving its performance and corporate value over the medium to long term. If any material matters arise that require disclosure, the company will promptly disclose their impact on performance.
The share transfer is scheduled to be executed in early November 2026. It is scheduled to take place three business days after the date on which the Japan Fair Trade Commission notifies the parties that it will not issue a cease-and-desist order. The two companies will promote the development and utilisation of construction personnel, strengthen their ability to handle complex projects, and advance joint development using their products, merchandise and technologies.
If any material matters arise that require disclosure, the company will promptly disclose their impact on performance.
| Item | Details |
|---|---|
| Event name | Execution of a Capital and Business Alliance Agreement with Azbil Corporation and Changes in the Major Shareholder and Other Affiliated Company |
| Date of occurrence | 26 October 2026 (date of execution of the capital and business alliance agreement and share transfer agreement) |
| Date recognized / date notice received | 26 October 2026 (date on which the company was notified by Azbil Corporation of the execution of the share transfer agreement) |
| Subject Entity | OTEC CORPORATION, Azbil Corporation, and five investment limited partnerships whose general partners are companies in Hikari Tsushin Group |
| Cause | To further strengthen the capital relationship and promote the mutual use of the customer base, technology, know-how and human resources of both companies, thereby strengthening their construction and engineering capabilities, expanding renovation and maintenance services for existing buildings, and advancing the joint development of new products and services, with the aim of achieving sustainable growth and enhancing corporate value over the medium to long term. |
| Impact on Earnings Forecast | The company believes that this matter will contribute to improving its performance and corporate value over the medium to long term. If any material matters arise that require disclosure, the company will promptly disclose their impact on performance. |
| Type of litigation or proceeding | Notification to the Japan Fair Trade Commission regarding the acquisition of shares under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade |
| Court or authority | Japan Fair Trade Commission |
| Voting rights ownership percentage before the change | 7,500 voting rights (4.79%), as of 31 March 2026. Direct ownership: 7,500 voting rights; no voting rights subject to aggregation. |
| Voting rights ownership percentage after the change | 31,370 voting rights (20.04%), based on the figures communicated by Azbil Corporation on 26 October 2026. Direct ownership: 31,370 voting rights; no voting rights subject to aggregation. The scheduled date of the change is early November 2026. |
| Outlook | The share transfer is scheduled to be executed in early November 2026. It is scheduled to take place three business days after the date on which the Japan Fair Trade Commission notifies the parties that it will not issue a cease-and-desist order. The two companies will promote the development and utilisation of construction personnel, strengthen their ability to handle complex projects, and advance joint development using their products, merchandise and technologies. |
| Planned follow-up disclosure | If any material matters arise that require disclosure, the company will promptly disclose their impact on performance. |
Items this document does not state (13)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To further strengthen the capital relationship and promote the mutual use of the customer base, technology, know-how and human resources of both companies, thereby strengthening their construction and engineering capabilities, expanding renovation and maintenance services for existing buildings, and advancing the joint development of new products and services, with the aim of achieving sustainable growth and enhancing corporate value over the medium to long term.