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M&A and Subsidiary Changes4112Hodogaya Chemical Co.,Ltd.Materials and Chemicals

Notice Regarding the Acquisition of All Equity Interests in Framochem Francia-Magyar Finomkemiai Kft (Hungary) to Make It a Wholly Owned Subsidiary

Hodogaya Chemical Co., Ltd. has decided to acquire all equity interests in Framochem Francia-Magyar Finomkemiai Kft of Hungary, making it a wholly owned subsidiary. The equity interest transfer agreement was signed on 27 March 2026, and completion is scheduled for the second quarter of the fiscal year ending March 2027.

Worth reading
77Important
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
87
€ million (approximate amount)
Wording
Conditional
How definitive the wording is.

This transaction

The acquisition
CounterpartyVanDeMark Chemical, B.V.
Disclosing companyHodogaya Chemical Co.,Ltd.
Framochem Francia-Magyar Finomkemiai KftVoting rights ownership percentageNumber of shares acquired All equity interests (100%); number of voting rights: Not disclosed

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

Manufacture and sale of active pharmaceutical ingredients (APIs), intermediates and fine chemical products using phosgene as the principal raw material.

Location Szerviz utca 5, 3700 Kazincbarcika, HungaryShare capital HUF 700 million (¥332 million)Date of incorporation 29 September 1992
Net SalesHUF 18,915 million (fiscal year ended December 2024, ¥8,966 million)
Operating profitHUF 4,102 million (fiscal year ended December 2024, ¥1,944 million)
Net income for the current fiscal yearHUF 3,854 million (fiscal year ended December 2024, ¥1,827 million)
Net assetsHUF 11,156 million (fiscal year ended December 2024, ¥5,288 million)
Consideration and expenses
Acquisition priceEquity interests: €87 million (¥16,008 million, approximate amount)
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥600 million
Impact on Business Performance

The impact of this transaction on the Company's consolidated results is currently under review. The Company will promptly disclose any matter requiring disclosure in the future.

Procedures and assumptions
Conditions Precedent to ExecutionSatisfaction of the conditions stipulated in the agreement
This transaction
ItemDetails
Transaction nameThe acquisition
Counterparty nameVanDeMark Chemical, B.V.
Name of the Subject CompanyFramochem Francia-Magyar Finomkemiai Kft
Business Description of the Subject CompanyManufacture and sale of active pharmaceutical ingredients (APIs), intermediates and fine chemical products using phosgene as the principal raw material.
Location of the Subject CompanySzerviz utca 5, 3700 Kazincbarcika, Hungary
Capital Stock of the Subject CompanyHUF 700 million (¥332 million)
Date of Establishment of the Subject Company29 September 1992
Net Sales of the Subject CompanyHUF 18,915 million (fiscal year ended December 2024, ¥8,966 million)
Operating Profit of the Subject CompanyHUF 4,102 million (fiscal year ended December 2024, ¥1,944 million)
Net Income of the Subject CompanyHUF 3,854 million (fiscal year ended December 2024, ¥1,827 million)
Net Assets of the Subject CompanyHUF 11,156 million (fiscal year ended December 2024, ¥5,288 million)
Acquisition priceEquity interests: €87 million (¥16,008 million, approximate amount)
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥600 million
Number of shares acquiredAll equity interests (100%); number of voting rights: Not disclosed
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results is currently under review. The Company will promptly disclose any matter requiring disclosure in the future.
Date of board resolution27 March 2026
Contract Date27 March 2026
Execution Date / Effective DateSecond quarter of the fiscal year ending March 2027 (scheduled)
Conditions Precedent to ExecutionSatisfaction of the conditions stipulated in the agreement
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.

The acquisition is intended to strengthen and expand the specialty chemicals business set out in the next medium-term management plan and achieve non-linear growth. The Company expects to strengthen its global supply network and its position as a global niche leader by incorporating Framochem's technological capabilities and customer base and establishing direct manufacturing operations in regions of demand, including Europe.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of All Equity Interests in Framochem Francia-Magyar Finomkemiai Kft (Hungary) to Make It a Wholly Owned Subsidiary | Hodogaya Chemical Co.,Ltd. (4112) timely disclosure | Komori