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M&A and Subsidiary Changes6235OPTORUN CO.,LTD.Machinery

Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary

The Company has decided to dissolve and liquidate its consolidated subsidiary, ナノリソティックス株式会社. The dissolution resolution is scheduled for 28 October 2026, and completion of the liquidation is expected around February 2027. The capital and business alliance with AIメカテック will continue.

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This transaction

Dissolution and liquidation of a consolidated subsidiary
Disclosing companyOPTORUN CO.,LTD.
ナノリソティックス株式会社Subject of this transactionVoting rights ownership percentage Before 58.8% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Development, manufacture, sale, import and export, and maintenance of precision processing equipment for optical products

Location Tsurugashima, Saitama PrefectureShare capital ¥340 million, including capital reservesDate of incorporation 3 July 2023
Net Sales¥1.626 million (fiscal year ended December 2025)
Operating profitOperating loss of ¥105.836 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of ¥106.099 million (fiscal year ended December 2025)
Net assets¥157.525 million (fiscal year ended December 2025)
Consideration and expenses
Amount of extraordinary income (loss)The amount of the loss associated with the dissolution is currently under review.
Impact on Business Performance

The impact of the dissolution and liquidation of the subsidiary on consolidated results is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionFollowing the dissolution and liquidation of NLT, the capital and business alliance between the Company and AIメカテック will continue, and the two companies will pursue the nanoimprint lithography business as appropriate in response to customer needs. NLT's corporate name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameDissolution and liquidation of a consolidated subsidiary
Name of the Subject Companyナノリソティックス株式会社
Business Description of the Subject CompanyDevelopment, manufacture, sale, import and export, and maintenance of precision processing equipment for optical products
Location of the Subject CompanyTsurugashima, Saitama Prefecture
Capital Stock of the Subject Company¥340 million, including capital reserves
Date of Establishment of the Subject Company3 July 2023
Net Sales of the Subject Company¥1.626 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of ¥105.836 million (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of ¥106.099 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥157.525 million (fiscal year ended December 2025)
Voting rights ownership percentageBefore 58.8% (after not disclosed)
Amount of extraordinary income (loss)The amount of the loss associated with the dissolution is currently under review.
Impact on Business PerformanceThe impact of the dissolution and liquidation of the subsidiary on consolidated results is expected to be immaterial.
Date of board resolution20 October 2026
Execution Date / Effective DateDissolution resolution by NLT: 28 October 2026 (scheduled); completion of company liquidation: around February 2027 (scheduled)
Management structure after acquisitionFollowing the dissolution and liquidation of NLT, the capital and business alliance between the Company and AIメカテック will continue, and the two companies will pursue the nanoimprint lithography business as appropriate in response to customer needs. NLT's corporate name, representative and treatment of employees: Not disclosed
Items this document does not state (16)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

After considering a more agile and efficient operating structure to launch and develop the nanoimprint lithography business at an early stage, in light of progress in technology development and expanding customer needs, the Company determined that the dissolution and liquidation of NLT would be reasonable.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary | OPTORUN CO.,LTD. (6235) timely disclosure | Komori