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

(Progress of Previously Disclosed Matter) Notice Regarding Completion of Acquisition of an Equity Interest in Framochem Francia-Magyar Finomkemiai Kft and Its Conversion into a Wholly Owned Subsidiary

The conditions required to acquire all equity interests in Framochem Francia-Magyar Finomkemiai Kft were satisfied, and the acquisition procedures were completed on 25 August 2026. The company became a wholly owned subsidiary of 保土谷化学工業 and commenced operations under its new management structure.

Worth reading
74In focus
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of equity interest (making the company a wholly owned subsidiary)
Disclosing companyHodogaya Chemical Co.,Ltd.
Framochem Francia-Magyar Finomkemiai KftVoting rights ownership percentageNumber of shares acquired All equity interests (number of shares: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Supplies high-quality active pharmaceutical ingredients (APIs) and intermediates to major pharmaceutical companies and chemical companies in the European market

Location HungaryDate of incorporation 1993 (established)
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is currently under review. The company will promptly disclose any matters requiring disclosure, including revisions to its earnings forecasts.

Procedures and assumptions
Conditions Precedent to ExecutionSatisfaction of the conditions stipulated in the equity transfer agreement
Management structure after acquisitionFramochem became a wholly owned subsidiary (consolidated subsidiary) of 保土谷化学工業 and commenced operations under its new management structure. The Managing Director is Watanabe Noriyuki (渡辺 規之), an executive officer of the company, and the CEO of Framochem is Vörös Tamás. Employee terms and conditions: Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of equity interest (making the company a wholly owned subsidiary)
Name of the Subject CompanyFramochem Francia-Magyar Finomkemiai Kft
Business Description of the Subject CompanySupplies high-quality active pharmaceutical ingredients (APIs) and intermediates to major pharmaceutical companies and chemical companies in the European market
Location of the Subject CompanyHungary
Date of Establishment of the Subject Company1993 (established)
Number of shares acquiredAll equity interests (number of shares: Not disclosed)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is currently under review. The company will promptly disclose any matters requiring disclosure, including revisions to its earnings forecasts.
Contract Date27 March 2026
Execution Date / Effective Date25 August 2026 (completed)
Conditions Precedent to ExecutionSatisfaction of the conditions stipulated in the equity transfer agreement
Management structure after acquisitionFramochem became a wholly owned subsidiary (consolidated subsidiary) of 保土谷化学工業 and commenced operations under its new management structure. The Managing Director is Watanabe Noriyuki (渡辺 規之), an executive officer of the company, and the CEO of Framochem is Vörös Tamás. Employee terms and conditions: Not disclosed
Items this document does not state (20)
Counterparty nameCapital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Date of board resolutionValuation methodologyIndependent 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.

To strengthen the specialty chemicals (phosgene derivatives) business within the Functional Resins segment, establish a Japan-Europe dual-hub structure by combining the European manufacturing base, technological capabilities and customer base with 保土谷化学工業's technological capabilities, and enhance competitiveness in global markets.

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.
(Progress of Previously Disclosed Matter) Notice Regarding Completion of Acquisition of an Equity Interest in Framochem Francia-Magyar Finomkemiai Kft and Its Conversion into a Wholly Owned Subsidiary | Hodogaya Chemical Co.,Ltd. (4112) timely disclosure | Komori