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M&A and Subsidiary Changes5757CK SAN-ETSU Co.,Ltd.Iron and Steel, Nonferrous Metals

Notice Regarding the Acquisition of a Business by a Consolidated Subsidiary

The Company's consolidated subsidiary 三谷伸銅 has entered into an agreement to acquire FCM's conductive functional materials business, excluding certain portions, for cash. The base acquisition price is ¥2.35 billion, and closing is scheduled for 1 July 2027.

Worth reading
58In 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
2350
¥ millions (base acquisition price)
Wording
Conditional
How definitive the wording is.

This transaction

This business acquisition
Counterparty (target company)FCM株式会社
Disclosing companyCK SAN-ETSU Co.,Ltd.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Processing of electronic components, and manufacture and sale of components for electronic equipment and materials for semiconductors Manufacture and sale of core wires for electric cables and other wire materials Manufacture and sale of production equipment for electronic components, components for electronic equipment and materials for semiconductors

Location Higashinari-ku, OsakaShare capital ¥100 millionDate of incorporation 27 June 1949
Net SalesNot disclosed due to confidentiality obligations
Operating profitNot disclosed due to confidentiality obligations
Net income for the current fiscal yearNot disclosed due to confidentiality obligations
Net assetsNot disclosed due to confidentiality obligations
Consideration and expenses
Acquisition price¥2,350 million (base acquisition price; the final acquisition price will be adjusted)
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥7 million
Type of ConsiderationCash
Goodwill amountWhether goodwill will arise and, if so, the amount have not been determined at this time. No amortization period has been provided.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact on the Company's consolidated results for the fiscal year ending March 2027 will be minor. The impact on the Company's consolidated results for the fiscal year ending March 2028 is currently under review.

Procedures and assumptions
Valuation methodologyDetermined following discussions and negotiations with the counterparty, based on the results of a business valuation using the DCF method conducted by a certified public accountant
Independent valuation institutionCertified public accountant (name undisclosed)
Conditions Precedent to ExecutionFilings with the relevant authorities and other necessary approvals
Management structure after acquisition三谷伸銅 plans to accept the employees engaged in this business at FCM and operate the two businesses as an integrated unit. It plans to lease FCM's Kyoto plant for a certain period and subsequently relocate machinery and equipment to 三谷伸銅's head office plant. Some production equipment for brass rods and wire is scheduled to be relocated to サンエツ金属.
This transaction
ItemDetails
Transaction nameThis business acquisition
Counterparty nameFCM株式会社
Name of the Subject CompanyFCM株式会社
Business Description of the Subject CompanyProcessing of electronic components, and manufacture and sale of components for electronic equipment and materials for semiconductors Manufacture and sale of core wires for electric cables and other wire materials Manufacture and sale of production equipment for electronic components, components for electronic equipment and materials for semiconductors
Location of the Subject CompanyHigashinari-ku, Osaka
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company27 June 1949
Net Sales of the Subject CompanyNot disclosed due to confidentiality obligations
Operating Profit of the Subject CompanyNot disclosed due to confidentiality obligations
Net Income of the Subject CompanyNot disclosed due to confidentiality obligations
Net Assets of the Subject CompanyNot disclosed due to confidentiality obligations
Acquisition price¥2,350 million (base acquisition price; the final acquisition price will be adjusted)
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥7 million
Type of ConsiderationCash
Goodwill amountWhether goodwill will arise and, if so, the amount have not been determined at this time. No amortization period has been provided.
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending March 2027 will be minor. The impact on the Company's consolidated results for the fiscal year ending March 2028 is currently under review.
Date of board resolution13 November 2026
Contract Date13 November 2026
Execution Date / Effective Date1 July 2027 (scheduled)
Valuation methodologyDetermined following discussions and negotiations with the counterparty, based on the results of a business valuation using the DCF method conducted by a certified public accountant
Independent valuation institutionCertified public accountant (name undisclosed)
Conditions Precedent to ExecutionFilings with the relevant authorities and other necessary approvals
Management structure after acquisition三谷伸銅 plans to accept the employees engaged in this business at FCM and operate the two businesses as an integrated unit. It plans to lease FCM's Kyoto plant for a certain period and subsequently relocate machinery and equipment to 三谷伸銅's head office plant. Some production equipment for brass rods and wire is scheduled to be relocated to サンエツ金属.
Items this document does not state (9)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount 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.

To stabilize and strengthen materials procurement by increasing the purchase volume of busbar (rough-drawn wire), and to increase production scale, production efficiency and profitability by accepting the employees and operating the businesses as an integrated unit.

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.
Notice Regarding the Acquisition of a Business by a Consolidated Subsidiary | CK SAN-ETSU Co.,Ltd. (5757) timely disclosure | Komori