Komori
M&A and Subsidiary Changes6349KOMORI CORPORATIONMachinery

Notice of the execution of a share transfer agreement for the acquisition of shares in Maruyama Chiller Co., Ltd. (making it a subsidiary)

KOMORI CORPORATION will acquire 600 issued shares of 丸山チラー株式会社 from Maruyama Hideto (丸山 英人), making it a wholly owned subsidiary as scheduled on 2 October 2026. Through this transaction, the Company aims to enter the semiconductor manufacturing field, expand its customer base, and strengthen production capacity and mass-production capabilities.

Worth reading
55In 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
26463
¥ million (approximate total acquisition price)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyMaruyama Hideto (丸山 英人)
Disclosing companyKOMORI CORPORATION
丸山チラー株式会社Voting rights ownership percentageNumber of shares acquired 600 shares (number of voting rights: 600)

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

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Development, design, manufacture, sale and after-sales service of chillers (constant-temperature circulating systems) for semiconductor manufacturing equipment

Location Hachioji, TokyoShare capital ¥30 millionDate of incorporation 6 January 1995
Net Sales¥8,164 million (fiscal year ended December 2025)
Operating profit¥661 million (fiscal year ended December 2025)
Net income for the current fiscal yearOperating profit of ¥364 million (fiscal year ended December 2025)
Net assets¥6,417 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price26,000 common shares of 丸山チラー株式会社: ¥26,000 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥463 million
Type of ConsiderationCash (as stated for the share acquisition price)
Impact on Business Performance

The impact of this share acquisition on consolidated results and financial condition is currently under review.

Procedures and assumptions
Management structure after acquisition丸山チラー株式会社 is scheduled to become a consolidated subsidiary of the Company beginning with the financial results for the third quarter of the fiscal year ending March 2027. The corporate name, representative, and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameMaruyama Hideto (丸山 英人)
Name of the Subject Company丸山チラー株式会社
Business Description of the Subject CompanyDevelopment, design, manufacture, sale and after-sales service of chillers (constant-temperature circulating systems) for semiconductor manufacturing equipment
Location of the Subject CompanyHachioji, Tokyo
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company6 January 1995
Net Sales of the Subject Company¥8,164 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥661 million (fiscal year ended December 2025)
Net Income of the Subject CompanyOperating profit of ¥364 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥6,417 million (fiscal year ended December 2025)
Acquisition price26,000 common shares of 丸山チラー株式会社: ¥26,000 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥463 million
Type of ConsiderationCash (as stated for the share acquisition price)
Number of shares acquired600 shares (number of voting rights: 600)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact of this share acquisition on consolidated results and financial condition is currently under review.
Date of board resolution29 July 2026
Contract Date29 July 2026
Execution Date / Effective Date2 October 2026 (scheduled)
Management structure after acquisition丸山チラー株式会社 is scheduled to become a consolidated subsidiary of the Company beginning with the financial results for the third quarter of the fiscal year ending March 2027. The corporate name, representative, and treatment of employees: Not disclosed
Items this document does not state (11)
Merger 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 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.

To expand the customer base, which is a challenge in the printed electronics business, and incorporate 丸山チラー株式会社's technological capabilities, customer base, and production and sales track record in the semiconductor field. The transaction is also intended to enhance competitiveness and business growth in the semiconductor field by combining the two companies' technologies, human resources, and production infrastructure.

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 of the execution of a share transfer agreement for the acquisition of shares in Maruyama Chiller Co., Ltd. (making it a subsidiary) | KOMORI CORPORATION (6349) timely disclosure | Komori