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M&A and Subsidiary Changes5801Furukawa Electric Co.,Ltd.Iron & Steel, Nonferrous Metals

Notice Regarding a Company Split (Simplified Absorption-Type Company Split) and Other Matters in Connection with the Group Reorganization of the CATV Business

The CATV business will change from Furukawa Electric to its wholly owned subsidiary ミハル通信株式会社 through a company split. ミハル通信株式会社 is scheduled to change its corporate name to 古河ミハルソリューション株式会社.

Worth reading
46Recurring
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
6586
¥ millions (total assets to be transferred as of 31 March 2025)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)ミハル通信株式会社
Disclosing companyFurukawa Electric Co.,Ltd.
Voting rights ownership percentage

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

Development, manufacture, sale and maintenance of CATV, video transmission, broadcasting and wireless-related equipment, and related businesses

Location Kamakura, Kanagawa PrefectureShare capital ¥90 millionDate of incorporation 4 August 1955
Net Sales¥7,614 million (fiscal year ended March 2025)
Operating profit¥303 million (fiscal year ended March 2025)
Net income for the current fiscal year¥218 million (fiscal year ended March 2025)
Net assets¥4,860 million (fiscal year ended March 2025)
Consideration and expenses
Type of ConsiderationShares (ミハル通信株式会社 is scheduled to issue and deliver 1 restricted common share to the Company)
Impact on Business Performance

The impact of this absorption-type company split on the Company's consolidated financial results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionAs the Company meets the requirements for a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, the transaction will be carried out without obtaining approval at a shareholders meeting of the Company.
Management structure after acquisitionミハル通信株式会社 is scheduled to change its corporate name to 古河ミハルソリューション株式会社 on 1 October 2026. The Company’s name, location, titles and names of its representative, business activities, capital, fiscal year-end and other matters will not be affected by this absorption-type company split.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameミハル通信株式会社
Name of the Subject Companyミハル通信株式会社
Business Description of the Subject CompanyDevelopment, manufacture, sale and maintenance of CATV, video transmission, broadcasting and wireless-related equipment, and related businesses
Location of the Subject CompanyKamakura, Kanagawa Prefecture
Capital Stock of the Subject Company¥90 million
Date of Establishment of the Subject Company4 August 1955
Net Sales of the Subject Company¥7,614 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥303 million (fiscal year ended March 2025)
Net Income of the Subject Company¥218 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥4,860 million (fiscal year ended March 2025)
Type of ConsiderationShares (ミハル通信株式会社 is scheduled to issue and deliver 1 restricted common share to the Company)
Voting rights ownership percentageBefore 100% → after 100%
Impact on Business PerformanceThe impact of this absorption-type company split on the Company's consolidated financial results will be immaterial.
Date of board resolution19 March 2026
Contract Date26 May 2026 (予定)
Execution Date / Effective Date1 October 2026 (予定)
Conditions Precedent to ExecutionAs the Company meets the requirements for a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, the transaction will be carried out without obtaining approval at a shareholders meeting of the Company.
Management structure after acquisitionミハル通信株式会社 is scheduled to change its corporate name to 古河ミハルソリューション株式会社 on 1 October 2026. The Company’s name, location, titles and names of its representative, business activities, capital, fiscal year-end and other matters will not be affected by this absorption-type company split.
Items this document does not state (13)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

The transaction is intended to eliminate overlapping functions and brand fragmentation arising from the two-company structure of Furukawa Electric and ミハル通信株式会社, improve operating efficiency, and establish a structure capable of providing integrated services from design and construction through operation and maintenance.

How to read this page

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Notice Regarding a Company Split (Simplified Absorption-Type Company Split) and Other Matters in Connection with the Group Reorganization of the CATV Business | Furukawa Electric Co.,Ltd. (5801) timely disclosure | Komori