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M&A and Subsidiary Changes6104SHIBAURA MACHINE CO.,LTD.Machinery

Notice Regarding the Acquisition of an Interest in Moore Nanotechnology Systems, LLC (Making It a Subsidiary)

Shibaura Machine Co., Ltd. has decided to acquire all equity interests in Moore Nanotechnology Systems, LLC through its wholly owned U.S. subsidiary, making Moore Nanotechnology Systems, LLC an indirect wholly owned subsidiary, at an enterprise value of approximately US$150 million. The acquisition is scheduled for the second half of 2026.

Worth reading
56In 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
150000000
US dollars (approximate enterprise value)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of equity interests and conversion into a subsidiary
CounterpartyMultiple investors, including corporations (not disclosed due to confidentiality obligations)
Disclosing companySHIBAURA MACHINE CO.,LTD.
Moore Nanotechnology Systems, LLCVoting rights ownership percentageNumber of shares acquired All equity interests (100%). Number of shares and voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Date of board resolution18 May 2026
Contract Date18 May 2026
Execution Date / Effective DateSecond half of 2026 (scheduled)
Target company

Manufacture and sale of ultra-precision machine tools

Location United States (230 Old Homestead Hwy. Swanzey, NH 03446 USA)Share capital US$2.1 millionDate of incorporation 26 September 1997
Net SalesUS$35.55 million (year ended December 2025)
Operating profitOperating loss of US$4.23 million (year ended December 2025)
Net assetsUS$51.5 million (year ended December 2025)
Consideration and expenses
Acquisition priceApproximately US$150 million (enterprise value). The actual acquisition price is expected to vary depending on liabilities assumed and cash on hand as of the acquisition date.
Type of ConsiderationCash (denominated in U.S. dollars)
Impact on Business Performance

As many factors that could affect financial performance remain uncertain at this time, it is difficult to provide a numerical earnings forecast. The company will make a timely announcement once a reasonable forecast becomes possible.

This transaction
ItemDetails
Transaction nameAcquisition of equity interests and conversion into a subsidiary
Counterparty nameMultiple investors, including corporations (not disclosed due to confidentiality obligations)
Name of the Subject CompanyMoore Nanotechnology Systems, LLC
Business Description of the Subject CompanyManufacture and sale of ultra-precision machine tools
Location of the Subject CompanyUnited States (230 Old Homestead Hwy. Swanzey, NH 03446 USA)
Capital Stock of the Subject CompanyUS$2.1 million
Date of Establishment of the Subject Company26 September 1997
Net Sales of the Subject CompanyUS$35.55 million (year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of US$4.23 million (year ended December 2025)
Net Assets of the Subject CompanyUS$51.5 million (year ended December 2025)
Acquisition priceApproximately US$150 million (enterprise value). The actual acquisition price is expected to vary depending on liabilities assumed and cash on hand as of the acquisition date.
Type of ConsiderationCash (denominated in U.S. dollars)
Number of shares acquiredAll equity interests (100%). Number of shares and voting rights: Not disclosed
Voting rights ownership percentageBefore 0% → after 100% (including 100% indirectly owned)
Impact on Business PerformanceAs many factors that could affect financial performance remain uncertain at this time, it is difficult to provide a numerical earnings forecast. The company will make a timely announcement once a reasonable forecast becomes possible.
Date of board resolution18 May 2026
Contract Date18 May 2026
Execution Date / Effective DateSecond half of 2026 (scheduled)
Items this document does not state (14)
Net Income of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 expand its ultra-precision machining business in North America, Europe and other markets, Shibaura Machine will leverage Moore Nanotechnology Systems, LLC's sales and service network, track record, expertise and brand strength to expand sales and develop new markets in the United States and Europe. The companies also intend to improve product development efficiency and reduce costs by sharing resources, while expanding the functions of the technical center in the United States.

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 an Interest in Moore Nanotechnology Systems, LLC (Making It a Subsidiary) | SHIBAURA MACHINE CO.,LTD. (6104) timely disclosure | Komori