Worth reading
35Immaterial
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
—
Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)古河ファイテルオプティカルコンポーネンツ株式会社
Disclosing companyFurukawa Electric Co.,Ltd.
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 and sale of optical component products
Location Chiyoda-ku, TokyoShare capital ¥100 millionDate of incorporation 19 September 2007
Net Sales¥11,796 million (fiscal year ended March 2026, non-consolidated)
Operating profit-¥1,160 million (fiscal year ended March 2026, non-consolidated)
Net income for the current fiscal year-¥244 million (fiscal year ended March 2026, non-consolidated)
Net assets¥4,977 million (fiscal year ended March 2026, non-consolidated)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be paid)
Type of ConsiderationNo cash consideration (no new shares will be issued and no cash or other consideration will be paid)
Merger ratio/share exchange ratioNot applicable (no allocation will be made because the merger is with a wholly owned subsidiary)
Impact on Business Performance
The impact on the company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without obtaining shareholder meeting resolutions of either company approving the merger agreement.
Management structure after acquisitionThere will be no changes to the name, location, representative's title or name, business description, capital or fiscal year-end of the surviving company in the absorption-type merger, Furukawa Electric. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 古河ファイテルオプティカルコンポーネンツ株式会社 |
| Name of the Subject Company | 古河ファイテルオプティカルコンポーネンツ株式会社 |
| Business Description of the Subject Company | Development, manufacture and sale of optical component products |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 19 September 2007 |
| Net Sales of the Subject Company | ¥11,796 million (fiscal year ended March 2026, non-consolidated) |
| Operating Profit of the Subject Company | -¥1,160 million (fiscal year ended March 2026, non-consolidated) |
| Net Income of the Subject Company | -¥244 million (fiscal year ended March 2026, non-consolidated) |
| Net Assets of the Subject Company | ¥4,977 million (fiscal year ended March 2026, non-consolidated) |
| Acquisition price | Not applicable (no new shares will be issued and no cash or other consideration will be paid) |
| Type of Consideration | No cash consideration (no new shares will be issued and no cash or other consideration will be paid) |
| Merger ratio/share exchange ratio | Not applicable (no allocation will be made because the merger is with a wholly owned subsidiary) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | The impact on the company's consolidated results will be immaterial. |
| Date of board resolution | 9 June 2026 |
| Contract Date | 31 July 2026 (scheduled) |
| Execution Date / Effective Date | 1 April 2027 (予定) |
| Conditions Precedent to Execution | The merger will be carried out without obtaining shareholder meeting resolutions of either company approving the merger agreement. |
| Management structure after acquisition | There will be no changes to the name, location, representative's title or name, business description, capital or fiscal year-end of the surviving company in the absorption-type merger, Furukawa Electric. Employee treatment: not disclosed. |
Items this document does not state (11)
Expenses other than the acquisition priceTender 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 purpose is to maximize the utilization of management resources and accelerate decision-making. The company states that integrating operations from the development of underlying technologies through promotion to customers will strengthen the competitiveness of the optical device and optical component businesses.
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