Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Deterioration
Direction inferred from the company’s description.Scale
1050
¥ billionsWording
Avoiding a definitive answer
How definitive the wording is.This transaction
TransactionCounterpartyAURELIUS Investment Lux Thirty-Five SARL
Disclosing companyResonac Holdings Corporation
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.
Target company
Graphite electrode business (including software services related to electric-furnace operations and other activities)
Location Japan, Germany, United States, Mexico, Austria, Spain, Italy, BrazilShare capital Graphite Electrode Split Preparation Co., Ltd. (provisional): ¥1 (provisional), New German company: €25,000 (¥4.608 million) (provisional), Resonac Graphite America, Inc.: US$50 million (¥7.828 billion), Showa Denko Carbon Mexico Holding, S.A. de C.V.: 755.768 million pesos (¥6.575 billion), Resonac Graphite Austria GmbH: €51,000 (¥9 million), Resonac Graphite Spain S.A.U.: €12.795 million (¥2.359 billion)Date of incorporation Graphite Electrode Split Preparation Co., Ltd. (provisional): first quarter of the fiscal year ending December 2027 (provisional), New German company: first quarter of the fiscal year ending December 2027 (provisional), Resonac Graphite America, Inc.: 31 December 1990, Showa Denko Carbon Mexico Holding, S.A. de C.V.: 30 March 2021, Resonac Graphite Austria GmbH: 17 December 2015, Resonac Graphite Spain S.A.U.: 2 July 1957
Net SalesBusiness to be transferred operated by RGG: €209 million (¥38.574 billion), most recent fiscal year, Resonac Graphite America, Inc.: US$149.712 million (¥23.439 billion), fiscal year ended December 2025, Showa Denko Carbon Mexico Holding, S.A. de C.V.: 30,000 pesos (¥0 million), fiscal year ended December 2025, Resonac Graphite Austria GmbH: €65.589 million (¥12.090 billion), fiscal year ended December 2025, Resonac Graphite Spain S.A.U.: €156.736 million (¥28.891 billion), fiscal year ended December 2025
Operating profitResonac Graphite America, Inc.: -US$34.777 million (-¥5.445 billion), fiscal year ended December 2025, Showa Denko Carbon Mexico Holding, S.A. de C.V.: -2.991 million pesos (-¥26 million), fiscal year ended December 2025, Resonac Graphite Austria GmbH: -€7.140 million (-¥1.316 billion), fiscal year ended December 2025, Resonac Graphite Spain S.A.U.: -€5.096 million (-¥939 million), fiscal year ended December 2025
Net assetsBusiness to be transferred operated by RGG: €81 million (¥14.907 billion), most recent fiscal year, Resonac Graphite America, Inc.: US$377.851 million (¥59.156 billion), fiscal year ended December 2025, Showa Denko Carbon Mexico Holding, S.A. de C.V.: 731.482 million pesos (¥6.364 billion), fiscal year ended December 2025, Resonac Graphite Austria GmbH: €44.730 million (¥8.245 billion), fiscal year ended December 2025, Resonac Graphite Spain S.A.U.: €14.177 million (¥2.613 billion), fiscal year ended December 2025
Consideration and expenses
Acquisition priceDisclosure is being withheld due to confidentiality obligations to the transferee of the shares.
Amount of extraordinary income (loss)The Company expects to record a loss of approximately ¥105 billion as a non-recurring item in the fiscal year ending December 2026.
Impact on Business Performance
The Company expects to record a loss of approximately ¥105 billion as a non-recurring item in the consolidated financial statements for the fiscal year ending December 2026, affecting IFRS operating profit. The loss has already been reflected in the consolidated earnings forecast for the fiscal year ending December 2026, and there is no change to the full-year earnings forecast.
Procedures and assumptions
Valuation methodologyDetermined through discussions between the parties following a fair process.
Conditions Precedent to ExecutionObtaining the clearances, approvals and licenses required under domestic and overseas competition laws and other applicable laws and regulations in connection with AURELIUS, and satisfying other necessary conditions.
Management structure after acquisitionFollowing completion of the transaction, RGJ plans to enter into a contract manufacturing agreement with the new domestic company under AURELIUS and manufacture graphite electrode bodies and electrode nipples on a contract basis at RGJ's Omachi plant. The new domestic company is expected to bear the manufacturing costs and costs related to inventories. The treatment after the transaction of the trade name, representative and employees is Not disclosed. However, the employees of the RGJ Omachi plant are not included in the business to be transferred.
| Item | Details |
|---|---|
| Transaction name | Transaction |
| Counterparty name | AURELIUS Investment Lux Thirty-Five SARL |
| Name of the Subject Company | Graphite Electrode Split Preparation Co., Ltd. (provisional), New German company (name to be determined), Resonac Graphite America, Inc., Showa Denko Carbon Mexico Holding, S.A. de C.V., Resonac Graphite Austria GmbH, Resonac Graphite Spain S.A.U., AMI Automation, LLC, AMI Automatización, S.A.P.I. de C.V., AMI Brasil Automação e Manutenção Industrial Ltda., AMI International, S.A.P.I. de C.V., AMI Sudamerica S.A., Resonac Graphite America Sales Inc., Resonac Graphite Italy S.r.L. |
| Business Description of the Subject Company | Graphite electrode business (including software services related to electric-furnace operations and other activities) |
| Location of the Subject Company | Japan, Germany, United States, Mexico, Austria, Spain, Italy, Brazil |
| Capital Stock of the Subject Company | Graphite Electrode Split Preparation Co., Ltd. (provisional): ¥1 (provisional), New German company: €25,000 (¥4.608 million) (provisional), Resonac Graphite America, Inc.: US$50 million (¥7.828 billion), Showa Denko Carbon Mexico Holding, S.A. de C.V.: 755.768 million pesos (¥6.575 billion), Resonac Graphite Austria GmbH: €51,000 (¥9 million), Resonac Graphite Spain S.A.U.: €12.795 million (¥2.359 billion) |
| Date of Establishment of the Subject Company | Graphite Electrode Split Preparation Co., Ltd. (provisional): first quarter of the fiscal year ending December 2027 (provisional), New German company: first quarter of the fiscal year ending December 2027 (provisional), Resonac Graphite America, Inc.: 31 December 1990, Showa Denko Carbon Mexico Holding, S.A. de C.V.: 30 March 2021, Resonac Graphite Austria GmbH: 17 December 2015, Resonac Graphite Spain S.A.U.: 2 July 1957 |
| Net Sales of the Subject Company | Business to be transferred operated by RGG: €209 million (¥38.574 billion), most recent fiscal year, Resonac Graphite America, Inc.: US$149.712 million (¥23.439 billion), fiscal year ended December 2025, Showa Denko Carbon Mexico Holding, S.A. de C.V.: 30,000 pesos (¥0 million), fiscal year ended December 2025, Resonac Graphite Austria GmbH: €65.589 million (¥12.090 billion), fiscal year ended December 2025, Resonac Graphite Spain S.A.U.: €156.736 million (¥28.891 billion), fiscal year ended December 2025 |
| Operating Profit of the Subject Company | Resonac Graphite America, Inc.: -US$34.777 million (-¥5.445 billion), fiscal year ended December 2025, Showa Denko Carbon Mexico Holding, S.A. de C.V.: -2.991 million pesos (-¥26 million), fiscal year ended December 2025, Resonac Graphite Austria GmbH: -€7.140 million (-¥1.316 billion), fiscal year ended December 2025, Resonac Graphite Spain S.A.U.: -€5.096 million (-¥939 million), fiscal year ended December 2025 |
| Net Assets of the Subject Company | Business to be transferred operated by RGG: €81 million (¥14.907 billion), most recent fiscal year, Resonac Graphite America, Inc.: US$377.851 million (¥59.156 billion), fiscal year ended December 2025, Showa Denko Carbon Mexico Holding, S.A. de C.V.: 731.482 million pesos (¥6.364 billion), fiscal year ended December 2025, Resonac Graphite Austria GmbH: €44.730 million (¥8.245 billion), fiscal year ended December 2025, Resonac Graphite Spain S.A.U.: €14.177 million (¥2.613 billion), fiscal year ended December 2025 |
| Acquisition price | Disclosure is being withheld due to confidentiality obligations to the transferee of the shares. |
| Number of shares acquired | All shares of the 13 companies (number of shares: Not disclosed). Percentage of voting rights transferred: 100.00%. |
| Voting rights ownership percentage | Before 100.00% → after 0.00% |
| Amount of extraordinary income (loss) | The Company expects to record a loss of approximately ¥105 billion as a non-recurring item in the fiscal year ending December 2026. |
| Impact on Business Performance | The Company expects to record a loss of approximately ¥105 billion as a non-recurring item in the consolidated financial statements for the fiscal year ending December 2026, affecting IFRS operating profit. The loss has already been reflected in the consolidated earnings forecast for the fiscal year ending December 2026, and there is no change to the full-year earnings forecast. |
| Date of board resolution | 12 November 2026 |
| Contract Date | Share transfer agreement: 12 November 2026. Absorption-type company split agreement and business transfer agreement: first quarter of the fiscal year ending December 2027 (provisional). |
| Execution Date / Effective Date | Effective date of this company split, effective date of this business transfer and closing date of this share transfer: second quarter of the fiscal year ending December 2027 (provisional). |
| Valuation methodology | Determined through discussions between the parties following a fair process. |
| Conditions Precedent to Execution | Obtaining the clearances, approvals and licenses required under domestic and overseas competition laws and other applicable laws and regulations in connection with AURELIUS, and satisfying other necessary conditions. |
| Management structure after acquisition | Following completion of the transaction, RGJ plans to enter into a contract manufacturing agreement with the new domestic company under AURELIUS and manufacture graphite electrode bodies and electrode nipples on a contract basis at RGJ's Omachi plant. The new domestic company is expected to bear the manufacturing costs and costs related to inventories. The treatment after the transaction of the trade name, representative and employees is Not disclosed. However, the employees of the RGJ Omachi plant are not included in the business to be transferred. |
Items this document does not state (11)
Net Income of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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 decision was made because, from the perspectives of strategic fit to support the growth of the graphite electrode business and the best-owner principle, the Group determined that expanding the business under AURELIUS, a global private equity fund with expertise in business transformation, would be optimal for all stakeholders. The Group also aims to advance portfolio reform and allocate management resources optimally.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.