Notice concerning the acquisition of Panasonic Connect Group’s water management business | Nisshinbo Holdings Inc. (3105) timely disclosure

Worth reading

62In focus

Scored from 4 of 5 sections

Direction

Improvement

Direction inferred from the company’s description.

Scale

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Wording

Conditional

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This transaction

Acquisition of the business in question

CounterpartyPanasonic Connect Corporation

Disclosing companyNisshinbo Holdings Inc.

Subject of 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

Water management businesses for local governments and electric power companies, including the development and sale of dam management systems, water-use management systems, telemetry and discharge warning systems, and flood-control telemetry systems

Net Sales¥2.415 billion (fiscal year ended March 2026)

Consideration and expenses

Acquisition priceNot disclosed due to contractual confidentiality obligations

Impact on Business Performance

The impact of this transaction on consolidated results for the current fiscal year is currently expected to be limited.

Procedures and assumptions

Conditions Precedent to ExecutionCompletion of approval by the relevant authorities and other required procedures

This transaction
Item	Details
Transaction name	Acquisition of the business in question
Counterparty name	Panasonic Connect Corporation
Business Description of the Subject Company	Water management businesses for local governments and electric power companies, including the development and sale of dam management systems, water-use management systems, telemetry and discharge warning systems, and flood-control telemetry systems
Net Sales of the Subject Company	¥2.415 billion (fiscal year ended March 2026)
Acquisition price	Not disclosed due to contractual confidentiality obligations
Impact on Business Performance	The impact of this transaction on consolidated results for the current fiscal year is currently expected to be limited.
Date of board resolution	30 October 2026
Contract Date	4 November 2026
Execution Date / Effective Date	1 April 2027 (予定)
Conditions Precedent to Execution	Completion of approval by the relevant authorities and other required procedures

Items this document does not state (22)

Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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.

To combine Panasonic Connect’s technology, expertise and customer base developed in the water management field with 日本無線’s systems, communications technology and operational expertise in disaster prevention and river management, thereby strengthening its proposal capabilities and business platform in the water resources management sector.

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