Komori
M&A and Subsidiary Changes285AKioxia Holdings CorporationElectric Appliances & Precision Instruments

Notice Regarding the Merger Between Consolidated Subsidiaries

Kioxia Corporation will be the surviving company and absorb Kioxia Iwate Corporation, a consolidated subsidiary, effective 1 April 2027. Kioxia will succeed to Kioxia Iwate's business and employees, with no shares, cash or other consideration being delivered.

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This transaction

Merger
CounterpartyKioxia Corporation, Kioxia Iwate Corporation
Disclosing companyKioxia Holdings Corporation
Kioxia Iwate CorporationSubject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Flash memory manufacturing

Location Kitakami, Iwate PrefectureShare capital ¥10 millionDate of incorporation 25 December 2017
Net Sales¥191,253 million (fiscal year ending March 2026)
Operating profit¥7,036 million (fiscal year ending March 2026)
Net income for the current fiscal year¥8,474 million (fiscal year ending March 2026)
Net assets¥8,492 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be delivered
Type of ConsiderationNo consideration (no shares, cash or other consideration will be delivered)
Impact on Business Performance

The impact on the Company's consolidated results will be immaterial.

Procedures and assumptions
Management structure after acquisitionThe surviving company will succeed to the business and employees of the dissolved company. There will be no changes to the surviving company's name, location, representative's title or name, capital or fiscal year-end.
This transaction
ItemDetails
Transaction nameMerger
Counterparty nameKioxia Corporation, Kioxia Iwate Corporation
Name of the Subject CompanyKioxia Iwate Corporation
Business Description of the Subject CompanyFlash memory manufacturing
Location of the Subject CompanyKitakami, Iwate Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company25 December 2017
Net Sales of the Subject Company¥191,253 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥7,036 million (fiscal year ending March 2026)
Net Income of the Subject Company¥8,474 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥8,492 million (fiscal year ending March 2026)
Acquisition priceNo shares, cash or other consideration will be delivered
Type of ConsiderationNo consideration (no shares, cash or other consideration will be delivered)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial.
Date of board resolution30 October 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Management structure after acquisitionThe surviving company will succeed to the business and employees of the dissolved company. There will be no changes to the surviving company's name, location, representative's title or name, capital or fiscal year-end.
Items this document does not state (14)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

As the flash memory market is expected to expand over the medium to long term against a backdrop of strong demand from AI data centers, to strengthen manufacturing capabilities for cutting-edge flash memory products and achieve sustainable growth.

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Notice Regarding the Merger Between Consolidated Subsidiaries | Kioxia Holdings Corporation (285A) timely disclosure | Komori