Komori
M&A and Subsidiary Changes5802Sumitomo Electric Industries,Ltd.Iron & Steel, Nonferrous Metals

Notice Regarding the Execution of an Absorption-Type Company Split Agreement (Simplified Absorption-Type Company Split) with Sumitomo Riko Company Limited

A company split agreement has been executed under which 住友電気工業, the parent company, will assume the bond-related liabilities and rights and obligations borne by 住友理工株式会社. No consideration will be paid, and the effective date is scheduled for 31 July 2026.

Worth reading
42Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
450
¥ hundreds of millions (assets and liabilities assumed)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)Sumitomo Riko Company Limited
Disclosing companySumitomo Electric Industries,Ltd.
Subject of this transactionVoting rights ownership percentage Before 100% (as of 31 March 2026) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of automotive products and general industrial products, among other businesses

Location Komaki, Aichi PrefectureShare capital ¥12,145 millionDate of incorporation 20 December 1929
Net Sales¥653,248 million (fiscal year ended March 2026)
Operating profit¥38,111 million (fiscal year ended March 2026)
Net income for the current fiscal yearProfit for the period attributable to owners of the parent: ¥23,485 million (fiscal year ended March 2026)
Net assetsTotal equity: ¥274,042 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo consideration will be paid
Type of ConsiderationFree of charge (no consideration will be paid)
Impact on Business Performance

Immaterial (the impact on the Company's consolidated results will be immaterial)

Procedures and assumptions
Valuation methodologyTaking into consideration that the assets and liabilities to be assumed are equal in amount and that the rights and obligations to be assumed are of equal value
Conditions Precedent to ExecutionAs this transaction constitutes a simplified absorption-type company split and a short-form absorption-type company split, neither company will hold a general meeting of shareholders to approve the absorption-type company split agreement.
Management structure after acquisitionThere will be no changes resulting from this absorption-type company split to the Company's name, location, the title or name of its representative, business activities, stated capital or fiscal year-end.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameSumitomo Riko Company Limited
Name of the Subject CompanySumitomo Riko Company Limited
Business Description of the Subject CompanyManufacture and sale of automotive products and general industrial products, among other businesses
Location of the Subject CompanyKomaki, Aichi Prefecture
Capital Stock of the Subject Company¥12,145 million
Date of Establishment of the Subject Company20 December 1929
Net Sales of the Subject Company¥653,248 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥38,111 million (fiscal year ended March 2026)
Net Income of the Subject CompanyProfit for the period attributable to owners of the parent: ¥23,485 million (fiscal year ended March 2026)
Net Assets of the Subject CompanyTotal equity: ¥274,042 million (fiscal year ended March 2026)
Acquisition priceNo consideration will be paid
Type of ConsiderationFree of charge (no consideration will be paid)
Voting rights ownership percentageBefore 100% (as of 31 March 2026) (after not disclosed)
Impact on Business PerformanceImmaterial (the impact on the Company's consolidated results will be immaterial)
Date of board resolution26 June 2026
Contract Date26 June 2026
Execution Date / Effective Date31 July 2026 (scheduled)
Valuation methodologyTaking into consideration that the assets and liabilities to be assumed are equal in amount and that the rights and obligations to be assumed are of equal value
Conditions Precedent to ExecutionAs this transaction constitutes a simplified absorption-type company split and a short-form absorption-type company split, neither company will hold a general meeting of shareholders to approve the absorption-type company split agreement.
Management structure after acquisitionThere will be no changes resulting from this absorption-type company split to the Company's name, location, the title or name of its representative, business activities, stated capital or fiscal year-end.
Items this document does not state (11)
Expenses 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)Independent 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 centralize the Group's bond issuance and bond administration functions at 住友電気工業, strengthen its position as an issuer in the bond market and the Group's financing functions, and reduce the administrative burden arising from 住友理工株式会社's holding of bonds.

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Notice Regarding the Execution of an Absorption-Type Company Split Agreement (Simplified Absorption-Type Company Split) with Sumitomo Riko Company Limited | Sumitomo Electric Industries,Ltd. (5802) timely disclosure | Komori