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M&A and Subsidiary Changes2469Hibino CorporationInformation and Communications, Services and Others

Notice Regarding the Acquisition of Shares in ソノーラテクノロジー株式会社 (Making It a Consolidated Subsidiary)

Hibino Corporation will acquire 1,273,600 shares of ソノーラテクノロジー株式会社, giving it 90.1% of the voting rights and making it a consolidated subsidiary. The acquisition price is ¥722 million, and the total amount including advisory fees and other costs is approximately ¥757 million. The share transfer is scheduled to be completed on 29 May 2026.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
757
¥ millions (total acquisition price and other costs; approximate amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (conversion into a consolidated subsidiary)
CounterpartyWM Growth 4 Investment Limited Partnership
Disclosing companyHibino Corporation
ソノーラテクノロジー株式会社Voting rights ownership percentageNumber of shares acquired 1,273,600 shares (1,273,600 voting rights)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

• Design and construction of acoustic testing facilities and soundproofing facilities • Development, manufacture and sale of acoustic products

Location Setagaya-ku, TokyoShare capital ¥44.8 millionDate of incorporation August 2003
Net Sales¥746 million (fiscal year ended June 2025)
Operating profit¥118 million (fiscal year ended June 2025)
Net income for the current fiscal year¥81 million (fiscal year ended June 2025)
Net assets¥221 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceCommon shares: ¥722 million; total (approximate amount): ¥757 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥35 million
Impact on Business Performance

The impact on the Company’s consolidated results for the fiscal year ending March 2027 is scheduled to be incorporated into the consolidated earnings forecast for the fiscal year ending March 2027 included in the Summary of Financial Results for the Fiscal Year Ending March 2026, scheduled to be disclosed on 14 May 2026.

This transaction
ItemDetails
Transaction nameAcquisition of shares (conversion into a consolidated subsidiary)
Counterparty nameWM Growth 4 Investment Limited Partnership
Name of the Subject Companyソノーラテクノロジー株式会社
Business Description of the Subject Company• Design and construction of acoustic testing facilities and soundproofing facilities • Development, manufacture and sale of acoustic products
Location of the Subject CompanySetagaya-ku, Tokyo
Capital Stock of the Subject Company¥44.8 million
Date of Establishment of the Subject CompanyAugust 2003
Net Sales of the Subject Company¥746 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥118 million (fiscal year ended June 2025)
Net Income of the Subject Company¥81 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥221 million (fiscal year ended June 2025)
Acquisition priceCommon shares: ¥722 million; total (approximate amount): ¥757 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥35 million
Number of shares acquired1,273,600 shares (1,273,600 voting rights)
Voting rights ownership percentageBefore 0.0% → after 90.1%
Impact on Business PerformanceThe impact on the Company’s consolidated results for the fiscal year ending March 2027 is scheduled to be incorporated into the consolidated earnings forecast for the fiscal year ending March 2027 included in the Summary of Financial Results for the Fiscal Year Ending March 2026, scheduled to be disclosed on 14 May 2026.
Date of board resolution28 April 2026
Contract Date28 April 2026
Execution Date / Effective Date29 May 2026 (予定)
Items this document does not state (13)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

The acquisition will strengthen the Group’s ability to propose acoustic R&D solutions by incorporating modular anechoic chambers and soundproof rooms, as well as its sales and product development capabilities in the noise-control field and its overseas expansion, thereby advancing the Group’s growth strategy.

How to read this page

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Notice Regarding the Acquisition of Shares in ソノーラテクノロジー株式会社 (Making It a Consolidated Subsidiary) | Hibino Corporation (2469) timely disclosure | Komori