Worth reading
60In focus
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
593592
¥ million (revenue for the fiscal year ended March 2026)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This integration / this absorption-type company split (this first absorption-type company split and this second absorption-type company split)CounterpartyPan Pacific Copper Co., Ltd., JX Advanced Metals Corporation, Mitsui Kinzoku Company,Limited, Marubeni Corporation
Disclosing companyMitsubishi Materials Corporation
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
Purchasing copper concentrates Contract manufacturing and sale of electrolytic copper, sulfuric acid, precious metals and other copper-smelting by-products
Location Minato-ku, TokyoShare capital ¥5,000 millionDate of incorporation 3 October 2000
Net Sales¥1,491,928 million (fiscal year ending March 2026)
Operating profit¥18,441 million (fiscal year ending March 2026)
Net income for the current fiscal year¥15,916 million (fiscal year ending March 2026)
Net assets¥110,945 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares (PPC will issue 94,608 new common shares and allot all of them to Mitsubishi Materials Corporation. A 17-for-1 stock split is scheduled to take place before the effective date.)
Merger ratio/share exchange ratioNot applicable. The integration ratio for the absorption-type company split is the business subject to this integration : PPC = 1 : 2.12. PPC will be the successor company in the first absorption-type company split.
Impact on Business Performance
The impact of this transaction on Mitsubishi Materials Corporation's consolidated results has been incorporated, to the extent reasonably estimable, into the consolidated earnings forecast for the fiscal year ending March 2027 announced on 13 May 2026. If any matters requiring disclosure arise in the future, they will be disclosed promptly.
Procedures and assumptions
Valuation methodologyDiscounted cash flow method
Independent valuation institutionUBS Securities Japan Co., Ltd.
Conditions Precedent to ExecutionCompletion of filings with and obtaining approvals and licenses from the relevant authorities in Japan and overseas, including the Japan Fair Trade Commission, and implementation of a 17-for-1 stock split of PPC shares before the first absorption-type company split takes effect, among other conditions.
Management structure after acquisitionFollowing this integration, PPC will become an equity-method affiliate of Mitsubishi Materials Corporation. The new company will be named PPC Materials Co., Ltd. and will be a wholly owned subsidiary of PPC. The representative of the new company has not been determined. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This integration / this absorption-type company split (this first absorption-type company split and this second absorption-type company split) |
| Counterparty name | Pan Pacific Copper Co., Ltd., JX Advanced Metals Corporation, Mitsui Kinzoku Company,Limited, Marubeni Corporation |
| Name of the Subject Company | Pan Pacific Copper Co., Ltd. |
| Business Description of the Subject Company | Purchasing copper concentrates Contract manufacturing and sale of electrolytic copper, sulfuric acid, precious metals and other copper-smelting by-products |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5,000 million |
| Date of Establishment of the Subject Company | 3 October 2000 |
| Net Sales of the Subject Company | ¥1,491,928 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥18,441 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥15,916 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥110,945 million (fiscal year ending March 2026) |
| Type of Consideration | Shares (PPC will issue 94,608 new common shares and allot all of them to Mitsubishi Materials Corporation. A 17-for-1 stock split is scheduled to take place before the effective date.) |
| Merger ratio/share exchange ratio | Not applicable. The integration ratio for the absorption-type company split is the business subject to this integration : PPC = 1 : 2.12. PPC will be the successor company in the first absorption-type company split. |
| Number of shares acquired | 94,608 common shares. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | After 32.00% (before not disclosed) |
| Impact on Business Performance | The impact of this transaction on Mitsubishi Materials Corporation's consolidated results has been incorporated, to the extent reasonably estimable, into the consolidated earnings forecast for the fiscal year ending March 2027 announced on 13 May 2026. If any matters requiring disclosure arise in the future, they will be disclosed promptly. |
| Date of board resolution | 28 May 2026 (this final agreement; the resolution approving the absorption-type company split agreement is scheduled for July 2026) |
| Contract Date | 28 May 2026 (management integration agreement; execution of the absorption-type company split agreement is scheduled for July 2026) |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Valuation methodology | Discounted cash flow method |
| Independent valuation institution | UBS Securities Japan Co., Ltd. |
| Conditions Precedent to Execution | Completion of filings with and obtaining approvals and licenses from the relevant authorities in Japan and overseas, including the Japan Fair Trade Commission, and implementation of a 17-for-1 stock split of PPC shares before the first absorption-type company split takes effect, among other conditions. |
| Management structure after acquisition | Following this integration, PPC will become an equity-method affiliate of Mitsubishi Materials Corporation. The new company will be named PPC Materials Co., Ltd. and will be a wholly owned subsidiary of PPC. The representative of the new company has not been determined. Treatment of employees: Not disclosed |
Items this document does not state (9)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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.As copper concentrate procurement terms (TC/RC) have deteriorated significantly and competition with overseas smelters has intensified, the companies will establish a structure to maintain and improve the profitability of the copper smelting business by enhancing international competitiveness through centralized copper concentrate procurement, reducing costs by consolidating shared functions and improving the efficiency of sales operations.
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