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M&A and Subsidiary Changes3750ADR Biomedical Holdings Inc.Electrical Equipment and Precision Instruments

Notice Regarding the Dissolution and Liquidation of Specified Subsidiary Dewey Co., Ltd.

We have decided to dissolve and liquidate デューイ株式会社, which is wholly owned by the Company. The company will terminate its real estate sale and management business, and completion of the liquidation is scheduled for late December 2026.

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This transaction

Dissolution and liquidation of specified subsidiary デューイ株式会社
Disclosing companyADR Biomedical Holdings Inc.
デューイ株式会社Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
Date of board resolution30 September 2026
Execution Date / Effective DateDissolution resolution date: 30 September 2026; scheduled completion of liquidation: late December 2026 (scheduled)
Target company

Real estate sale and management business

Location Chiyoda-ku, TokyoShare capital ¥10 millionDate of incorporation 14 November 1975
Net Sales¥45 thousand (fiscal year ended March 2026)
Operating profit¥58 thousand (fiscal year ended March 2026)
Net income for the current fiscal year¥1,589 thousand (fiscal year ended March 2026)
Net assets¥75 thousand (fiscal year ended March 2026)
Impact on Business Performance

The impact of this matter on the Company's consolidated results is immaterial, and no revision will be made to the consolidated earnings forecast for the fiscal year ending March 2027.

Procedures and assumptions
Conditions Precedent to ExecutionThe liquidation procedures will be carried out in accordance with applicable laws and regulations.
This transaction
ItemDetails
Transaction nameDissolution and liquidation of specified subsidiary デューイ株式会社
Name of the Subject Companyデューイ株式会社
Business Description of the Subject CompanyReal estate sale and management business
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company14 November 1975
Net Sales of the Subject Company¥45 thousand (fiscal year ended March 2026)
Operating Profit of the Subject Company¥58 thousand (fiscal year ended March 2026)
Net Income of the Subject Company¥1,589 thousand (fiscal year ended March 2026)
Net Assets of the Subject Company¥75 thousand (fiscal year ended March 2026)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results is immaterial, and no revision will be made to the consolidated earnings forecast for the fiscal year ending March 2027.
Date of board resolution30 September 2026
Execution Date / Effective DateDissolution resolution date: 30 September 2026; scheduled completion of liquidation: late December 2026 (scheduled)
Conditions Precedent to ExecutionThe liquidation procedures will be carried out in accordance with applicable laws and regulations.
Items this document does not state (17)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger 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 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.

The decision was made after comprehensively considering the Group's focus of management resources on its medical business, changes in the business environment in recent years, and future profitability.

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Notice Regarding the Dissolution and Liquidation of Specified Subsidiary Dewey Co., Ltd. | ADR Biomedical Holdings Inc. (3750) timely disclosure | Komori