Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
4159
¥ million (revenue of the business concerned for the fiscal year ended December 2025)Wording
Conditional
How definitive the wording is.This transaction
This Transaction (this absorption-type company split and this share transfer)CounterpartyNext Investment Business Limited Liability Partnership, EU FUND III, L.P., Endeavor United Partners 46 Co., Ltd., Endeavor United Partners 47 Co., Ltd.
Disclosing companyNisshinbo Holdings Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
New company formed through the company split Manufacture, sale, import and export of air-conditioning fan products, resin-molded products, molds and other products / 南部化成株式会社 Design, manufacture, assembly and sale of synthetic resin products for automotive, home appliance, medical, information and communications, and housing equipment applications, and design and manufacture of molds / 日清紡精機広島株式会社 Development, design, manufacture, sale and repair of automotive brakes, transmissions and actuation systems, precision-machined automotive parts, and precision machinery, equipment and apparatus / Nisshinbo Mechatronics India Private Limited Manufacture, sale, import and export of air-conditioning fan products, resin-molded products, molds and other products / Nisshinbo Mechatronics (Thailand) Ltd. Manufacture, sale, import and export of air-conditioning fan products, resin-molded products, molds and other products / Nisshinbo Mechatronics (Shanghai) Co., Ltd. Manufacture, sale, import and export of air-conditioning fan products, resin-molded products, molds and other products
Location New company formed through the company split Not determined at this time. / 南部化成株式会社 Yoshida Town, Haibara District, Shizuoka Prefecture / 日清紡精機広島株式会社 Higashihiroshima, Hiroshima Prefecture / Nisshinbo Mechatronics India Private Limited Haryana, INDIA / Nisshinbo Mechatronics (Thailand) Ltd. Samutprakarn, Thailand / Nisshinbo Mechatronics (Shanghai) Co., Ltd. Pudong New Area, Shanghai, ChinaShare capital New company formed through the company split ¥1 million (planned) / 南部化成株式会社 1,800 ¥ million / 日清紡精機広島株式会社 ¥320 million / Nisshinbo Mechatronics India Private Limited INR 800 million / Nisshinbo Mechatronics (Thailand) Ltd. THB 100 million / Nisshinbo Mechatronics (Shanghai) Co., Ltd. USD 19.5 millionDate of incorporation New company formed through the company split Late July 2026 (planned) / 南部化成株式会社 26 June 1981 / 日清紡精機広島株式会社 5 November 2007 / Nisshinbo Mechatronics India Private Limited 24 August 2011 / Nisshinbo Mechatronics (Thailand) Ltd. 30 January 1989 / Nisshinbo Mechatronics (Shanghai) Co., Ltd. 12 July 1993
Net SalesBusiness concerned (fiscal year ended December 2025) ¥4,159 million / Company subject to the absorption-type company split (日清紡メカトロニクス, fiscal year ended December 2025) ¥8,108 million
Operating profitBusiness concerned (fiscal year ended December 2025) ¥31 million / Company subject to the absorption-type company split (日清紡メカトロニクス, fiscal year ended December 2025) -¥316 million
Net income for the current fiscal yearCompany subject to the absorption-type company split (日清紡メカトロニクス, fiscal year ended December 2025) ¥537 million
Net assetsCompany subject to the absorption-type company split (日清紡メカトロニクス, fiscal year ended December 2025) ¥4,692 million
Consideration and expenses
Acquisition priceThe transfer price is not disclosed due to the confidentiality obligations under the agreement relating to the share transfer.
Impact on Business Performance
The details of the impact of the share transfer on consolidated results for the fiscal year ending December 2026 are currently under review. If any matter requiring disclosure arises, it will be disclosed promptly.
Procedures and assumptions
Valuation methodologyThe price was determined through negotiations with the counterparty to the share transfer and is recognized as fair value.
Conditions Precedent to ExecutionAs the company split qualifies as both a simplified company split and an abbreviated company split, it will be carried out without obtaining approval at shareholders' meetings of either company for approval of the company split agreement. Other conditions for execution are not disclosed.
Management structure after acquisitionThe representative director and president of the new company formed through the company split is expected to be Kumagawa Tetsuya (熊川哲也). The companies concerned will operate under new ownership, which is expected to provide employees with an environment in which they can fully apply their expertise and secure further growth opportunities.
| Item | Details |
|---|---|
| Transaction name | This Transaction (this absorption-type company split and this share transfer) |
| Counterparty name | Next Investment Business Limited Liability Partnership, EU FUND III, L.P., Endeavor United Partners 46 Co., Ltd., Endeavor United Partners 47 Co., Ltd. |
| Name of the Subject Company | New company formed through the company split (日清紡メカトロニクス分割準備株式会社 (tentative name)), 南部化成株式会社, 日清紡精機広島株式会社, Nisshinbo Mechatronics India Private Limited, Nisshinbo Mechatronics (Thailand) Ltd., Nisshinbo Mechatronics (Shanghai) Co., Ltd. |
| Business Description of the Subject Company | New company formed through the company split Manufacture, sale, import and export of air-conditioning fan products, resin-molded products, molds and other products / 南部化成株式会社 Design, manufacture, assembly and sale of synthetic resin products for automotive, home appliance, medical, information and communications, and housing equipment applications, and design and manufacture of molds / 日清紡精機広島株式会社 Development, design, manufacture, sale and repair of automotive brakes, transmissions and actuation systems, precision-machined automotive parts, and precision machinery, equipment and apparatus / Nisshinbo Mechatronics India Private Limited Manufacture, sale, import and export of air-conditioning fan products, resin-molded products, molds and other products / Nisshinbo Mechatronics (Thailand) Ltd. Manufacture, sale, import and export of air-conditioning fan products, resin-molded products, molds and other products / Nisshinbo Mechatronics (Shanghai) Co., Ltd. Manufacture, sale, import and export of air-conditioning fan products, resin-molded products, molds and other products |
| Location of the Subject Company | New company formed through the company split Not determined at this time. / 南部化成株式会社 Yoshida Town, Haibara District, Shizuoka Prefecture / 日清紡精機広島株式会社 Higashihiroshima, Hiroshima Prefecture / Nisshinbo Mechatronics India Private Limited Haryana, INDIA / Nisshinbo Mechatronics (Thailand) Ltd. Samutprakarn, Thailand / Nisshinbo Mechatronics (Shanghai) Co., Ltd. Pudong New Area, Shanghai, China |
| Capital Stock of the Subject Company | New company formed through the company split ¥1 million (planned) / 南部化成株式会社 1,800 ¥ million / 日清紡精機広島株式会社 ¥320 million / Nisshinbo Mechatronics India Private Limited INR 800 million / Nisshinbo Mechatronics (Thailand) Ltd. THB 100 million / Nisshinbo Mechatronics (Shanghai) Co., Ltd. USD 19.5 million |
| Date of Establishment of the Subject Company | New company formed through the company split Late July 2026 (planned) / 南部化成株式会社 26 June 1981 / 日清紡精機広島株式会社 5 November 2007 / Nisshinbo Mechatronics India Private Limited 24 August 2011 / Nisshinbo Mechatronics (Thailand) Ltd. 30 January 1989 / Nisshinbo Mechatronics (Shanghai) Co., Ltd. 12 July 1993 |
| Net Sales of the Subject Company | Business concerned (fiscal year ended December 2025) ¥4,159 million / Company subject to the absorption-type company split (日清紡メカトロニクス, fiscal year ended December 2025) ¥8,108 million |
| Operating Profit of the Subject Company | Business concerned (fiscal year ended December 2025) ¥31 million / Company subject to the absorption-type company split (日清紡メカトロニクス, fiscal year ended December 2025) -¥316 million |
| Net Income of the Subject Company | Company subject to the absorption-type company split (日清紡メカトロニクス, fiscal year ended December 2025) ¥537 million |
| Net Assets of the Subject Company | Company subject to the absorption-type company split (日清紡メカトロニクス, fiscal year ended December 2025) ¥4,692 million |
| Acquisition price | The transfer price is not disclosed due to the confidentiality obligations under the agreement relating to the share transfer. |
| Number of shares acquired | New company formed through the company split 20 common shares (20 voting rights) / 南部化成株式会社 3,830 Class A shares (3,830 voting rights) / 日清紡精機広島株式会社 3,200 common shares (3,200 voting rights) / Nisshinbo Mechatronics India Private Limited 80,000,000 common shares (80,000,000 voting rights) / Nisshinbo Mechatronics (Thailand) Ltd. 999,999 common shares (999,999 voting rights) / Nisshinbo Mechatronics (Shanghai) Co., Ltd. 100% ownership interest (日清紡メカトロニクス 80%, 日清紡ホールディングス 20%) |
| Voting rights ownership percentage | New company formed through the company split 100% → 0%（100% decrease） / 南部化成株式会社 100% → 0%（100% decrease） / 日清紡精機広島株式会社 100% → 0%（100% decrease） / Nisshinbo Mechatronics India Private Limited 日清紡メカトロニクス 73.75%, Nisshinbo Singapore Pte. Ltd. 25.0%, 日清紡ホールディングス 1.25% (100% in total) → 0%（100% decrease） / Nisshinbo Mechatronics (Thailand) Ltd. 日清紡メカトロニクス 79.9%, 日清紡ホールディングス 20.0% → 0% / Nisshinbo Mechatronics (Shanghai) Co., Ltd. 日清紡メカトロニクス 80%, 日清紡ホールディングス 20% → 0%（100% decrease） |
| Impact on Business Performance | The details of the impact of the share transfer on consolidated results for the fiscal year ending December 2026 are currently under review. If any matter requiring disclosure arises, it will be disclosed promptly. |
| Date of board resolution | 30 June 2026 |
| Contract Date | Late July 2026 (planned) |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Valuation methodology | The price was determined through negotiations with the counterparty to the share transfer and is recognized as fair value. |
| Conditions Precedent to Execution | As the company split qualifies as both a simplified company split and an abbreviated company split, it will be carried out without obtaining approval at shareholders' meetings of either company for approval of the company split agreement. Other conditions for execution are not disclosed. |
| Management structure after acquisition | The representative director and president of the new company formed through the company split is expected to be Kumagawa Tetsuya (熊川哲也). The companies concerned will operate under new ownership, which is expected to provide employees with an environment in which they can fully apply their expertise and secure further growth opportunities. |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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 purpose is for the companies concerned to concentrate management resources and enhance business operations as independent entities. In addition, 日清紡 will concentrate its management resources on the wireless and communications business, a strategic growth area, while the companies concerned are intended to achieve further growth under new ownership.
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