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M&A and Subsidiary Changes4238Miraial Co.,Ltd.Materials and Chemicals

Notice Regarding the Acquisition of Shares in 布谷舶用計器工業株式会社 (Making It a Subsidiary)

Miraial Co.,Ltd. has decided to acquire 100% of the issued shares of 布谷舶用計器工業株式会社, making it a consolidated subsidiary. As a result, the target company's 2 subsidiaries are also expected to become Miraial's sub-subsidiaries.

Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
9611505
Shares
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share acquisition
CounterpartyNunoya Naoya (布谷 直也)
Disclosing companyMiraial Co.,Ltd.
布谷舶用計器工業株式会社Voting rights ownership percentageNumber of shares acquired 9,611,505 shares (number of voting rights: 9,611,505)

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.White points represent dates designated as scheduled dates in the document.
Target company

Sales of marine instruments and railway vehicle equipment

Location 6F, Marudai Higobashi Building, 1-15-20 Edobori, Nishi-ku, Osaka, Osaka PrefectureShare capital ¥16 millionDate of incorporation 3 March 1966
Net Sales¥2,148 million (fiscal year ended March 2025)
Operating profit¥75 million (fiscal year ended March 2025)
Net income for the current fiscal year¥69 million (fiscal year ended March 2025)
Net assets¥320 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceIn consideration of the counterparty's wishes, the acquisition price will not be disclosed.
Impact on Business Performance

The impact of this transaction on consolidated results and financial position is currently under review. If any matters requiring disclosure arise, Miraial will promptly announce them.

This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameNunoya Naoya (布谷 直也)
Name of the Subject Company布谷舶用計器工業株式会社
Business Description of the Subject CompanySales of marine instruments and railway vehicle equipment
Location of the Subject Company6F, Marudai Higobashi Building, 1-15-20 Edobori, Nishi-ku, Osaka, Osaka Prefecture
Capital Stock of the Subject Company¥16 million
Date of Establishment of the Subject Company3 March 1966
Net Sales of the Subject Company¥2,148 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥75 million (fiscal year ended March 2025)
Net Income of the Subject Company¥69 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥320 million (fiscal year ended March 2025)
Acquisition priceIn consideration of the counterparty's wishes, the acquisition price will not be disclosed.
Number of shares acquired9,611,505 shares (number of voting rights: 9,611,505)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this transaction on consolidated results and financial position is currently under review. If any matters requiring disclosure arise, Miraial will promptly announce them.
Date of board resolution20 April 2026
Contract Date20 April 2026
Execution Date / Effective Date30 April 2026 (予定)
Items this document does not state (14)
Expenses 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)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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 incorporate fields related to social infrastructure other than semiconductors as new core businesses and to expand and stabilize the business portfolio. Miraial also aims to develop new products through technical exchanges and the integration of expertise relating to both companies' products for specialized environments, as well as to further enhance products in the marine equipment field.

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 Shares in 布谷舶用計器工業株式会社 (Making It a Subsidiary) | Miraial Co.,Ltd. (4238) timely disclosure | Komori