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M&A and Subsidiary Changes5632Mitsubishi Steel Mfg.Co.,Ltd.Iron and nonferrous metals

Notice Regarding the Transfer of Shares in a Mexican Subsidiary

The Company has decided to transfer all shares in its consolidated Mexican subsidiary, MSSC MFG MEXICANA, to JINSHENG MEXICO INDUSTRIAL. Following the transfer, MSSC MFG MEXICANA will be removed from the scope of consolidation, and spring production in North America will be consolidated at 2 sites in Canada and the United States.

Worth reading
52Recurring
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
6.6
USD millions (approximately ¥1.05 billion)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Share Transfers
CounterpartyJINSHENG MEXICO INDUSTRIAL, S. DE R.L. DE C.V.
Disclosing companyMitsubishi Steel Mfg.Co.,Ltd.
MSSC MFG MEXICANA, S.A. DE C.V.Voting rights ownership percentageNumber of shares acquired 5,251,789 shares (number of shares transferred); 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.

Date of board resolution30 March 2026
Execution Date / Effective DateUndecided (after completion of the procedures relating to the transfer)
Target company

Manufacture and sale of automotive coil springs and stabilizers

Location Aguascalientes, MexicoShare capital MXN 525,178 thousandDate of incorporation 2016
Net SalesFiscal year ended December 2024: USD 6,725 thousand
Net income for the current fiscal yearFiscal year ended December 2024: loss of USD 1,545 thousand
Net assetsFiscal year ended December 2024: USD 3,890 thousand
Consideration and expenses
Acquisition priceUSD 6.6 million (approximately ¥1.05 billion, converted at ¥159.99 per USD; transfer price)
Amount of extraordinary income (loss)Amount and recognition timing: not disclosed. The Company expects to recognize a tax benefit related to tax loss carryforwards from prior years.
Impact on Business Performance

The impact on results for the fiscal year ending March 2026 is expected to be limited. Following completion of the share transfer, MSSC Mexico will be removed from the scope of the Company's consolidation, and the impact of losses at the company on the consolidated results is expected to be eliminated. The Company expects to recognize a tax benefit related to tax loss carryforwards from prior years.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the relevant procedures (after completion of the procedures relating to the transfer)
Management structure after acquisitionFollowing the share transfer, the Company will continue its transactions after securing sales rights for customers and will work to maintain its business relationships with them. Following completion of the share transfer, MSSC Mexico will be removed from the scope of the Company's consolidation. The trade name, representative, and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameShare Transfers
Counterparty nameJINSHENG MEXICO INDUSTRIAL, S. DE R.L. DE C.V.
Name of the Subject CompanyMSSC MFG MEXICANA, S.A. DE C.V.
Business Description of the Subject CompanyManufacture and sale of automotive coil springs and stabilizers
Location of the Subject CompanyAguascalientes, Mexico
Capital Stock of the Subject CompanyMXN 525,178 thousand
Date of Establishment of the Subject Company2016
Net Sales of the Subject CompanyFiscal year ended December 2024: USD 6,725 thousand
Net Income of the Subject CompanyFiscal year ended December 2024: loss of USD 1,545 thousand
Net Assets of the Subject CompanyFiscal year ended December 2024: USD 3,890 thousand
Acquisition priceUSD 6.6 million (approximately ¥1.05 billion, converted at ¥159.99 per USD; transfer price)
Number of shares acquired5,251,789 shares (number of shares transferred); number of voting rights: not disclosed
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)Amount and recognition timing: not disclosed. The Company expects to recognize a tax benefit related to tax loss carryforwards from prior years.
Impact on Business PerformanceThe impact on results for the fiscal year ending March 2026 is expected to be limited. Following completion of the share transfer, MSSC Mexico will be removed from the scope of the Company's consolidation, and the impact of losses at the company on the consolidated results is expected to be eliminated. The Company expects to recognize a tax benefit related to tax loss carryforwards from prior years.
Date of board resolution30 March 2026
Execution Date / Effective DateUndecided (after completion of the procedures relating to the transfer)
Conditions Precedent to ExecutionCompletion of the relevant procedures (after completion of the procedures relating to the transfer)
Management structure after acquisitionFollowing the share transfer, the Company will continue its transactions after securing sales rights for customers and will work to maintain its business relationships with them. Following completion of the share transfer, MSSC Mexico will be removed from the scope of the Company's consolidation. The trade name, representative, and treatment of employees: not disclosed
Items this document does not state (13)
Operating Profit 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 amountContract DateValuation 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.

MSSC Mexico's performance has been difficult due to changes in market conditions and customer trends in recent years. The Company will consolidate its North American production structure at 2 sites in Canada and the United States to enhance the competitiveness and capital efficiency of its automotive spring business. It will redirect the management resources invested in Mexico to the 2 sites to strengthen competitiveness and profitability.

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Notice Regarding the Transfer of Shares in a Mexican Subsidiary | Mitsubishi Steel Mfg.Co.,Ltd. (5632) timely disclosure | Komori