Worth reading
57In 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
100
Issued shares and voting rights ownership percentage (after acquisition, %)Wording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyRFE-Hastings Investment, LLC
Disclosing companyNPR-RIKEN CORPORATION
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 resolution13 April 2026
Contract Date13 April 2026 (scheduled, U.S. time)
Execution Date / Effective Date13 April 2026 (scheduled, U.S. time)
Target company
Control and management of subsidiaries engaged in the manufacture and sale of piston rings
Location Wilmington, Delaware, United StatesShare capital $2,800Date of incorporation 10 April 2013
Net Sales$55.885 million (fiscal year ended December 2025)
Operating profit$10.633 million (fiscal year ended December 2025, before audit)
Net income for the current fiscal year$2.972 million (fiscal year ended December 2025, before audit)
Net assets$15.974 million (fiscal year ended December 2025, before audit)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations with the counterparty.
Impact on Business Performance
There will be no impact on consolidated results for the fiscal year ending March 2026. The impact on consolidated results for the fiscal year ending March 2027 is currently under review.
Procedures and assumptions
Valuation methodologyDiscussion with the counterparty based on the results of third-party due diligence and the share valuation
Conditions Precedent to ExecutionSubmission of filings to the relevant authorities and receipt of other necessary approvals
Management structure after acquisitionHastings Holding Corp. is scheduled to become our consolidated subsidiary through its consolidation into RCA. Its corporate name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | RFE-Hastings Investment, LLC |
| Name of the Subject Company | Hastings Holding Corp. |
| Business Description of the Subject Company | Control and management of subsidiaries engaged in the manufacture and sale of piston rings |
| Location of the Subject Company | Wilmington, Delaware, United States |
| Capital Stock of the Subject Company | $2,800 |
| Date of Establishment of the Subject Company | 10 April 2013 |
| Net Sales of the Subject Company | $55.885 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | $10.633 million (fiscal year ended December 2025, before audit) |
| Net Income of the Subject Company | $2.972 million (fiscal year ended December 2025, before audit) |
| Net Assets of the Subject Company | $15.974 million (fiscal year ended December 2025, before audit) |
| Acquisition price | Not disclosed due to confidentiality obligations with the counterparty. |
| Number of shares acquired | All issued shares of Hastings Holding Corp. (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 0％ → after 100.0％ |
| Impact on Business Performance | There will be no impact on consolidated results for the fiscal year ending March 2026. The impact on consolidated results for the fiscal year ending March 2027 is currently under review. |
| Date of board resolution | 13 April 2026 |
| Contract Date | 13 April 2026 (scheduled, U.S. time) |
| Execution Date / Effective Date | 13 April 2026 (scheduled, U.S. time) |
| Valuation methodology | Discussion with the counterparty based on the results of third-party due diligence and the share valuation |
| Conditions Precedent to Execution | Submission of filings to the relevant authorities and receipt of other necessary approvals |
| Management structure after acquisition | Hastings Holding Corp. is scheduled to become our consolidated subsidiary through its consolidation into RCA. Its corporate name, representative and treatment of employees: Not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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 acquisition is intended to enhance the competitiveness and market share of the piston ring business through the acquisition of the Hastings brand, complementarity in major customers, applications and sales regions, and synergies in production and procurement, thereby improving the business's profitability and corporate value over the medium to long term.
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