Komori
M&A and Subsidiary Changes6361EBARA CORPORATIONMachinery

Notice Concerning a Change in an Equity-Method Affiliate (Share Transfer)

The Company plans to transfer its entire holding of 1,000,000 shares in 水ing株式会社, an equity-method affiliate, representing 33.33% of voting rights, to INFRONEER Holdings Inc. Following the transfer, the Company’s shareholding is expected to be zero. The planned transfer price is ¥30,400 million, but the final transfer price will be determined through a price adjustment.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
30400
¥ million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share transfer
CounterpartyINFRONEER Holdings Inc.
Disclosing companyEBARA CORPORATION
Name of target companyVoting rights ownership percentageNumber of shares acquired 1,000,000 shares (10,000 voting rights)

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

Operation and maintenance of water and environmental plants, and the design and construction of such facilities; chemicals business; and oversight of operating subsidiaries

Location Minato-ku, TokyoShare capital ¥5,500 million (as of 31 December 2025)Date of incorporation 1 April 1977
Net Sales¥82,937 million (fiscal year ended March 2025)
Operating profit¥6,817 million (fiscal year ended March 2025)
Net income for the current fiscal year¥6,199 million (fiscal year ended March 2025)
Net assets¥31,960 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥30,400 million (planned transfer price for the shares; the actual transfer price will be determined through a price adjustment)
Type of ConsiderationCash (planned transfer price of ¥30,400 million)
Amount of extraordinary income (loss)The Company expects to record a gain on the sale of an investment accounted for under the equity method and a gain on the sale of shares in an affiliate in the fiscal year ending December 2026. The amounts are currently under review.
Impact on Business Performance

The Company expects to record a gain on the sale of an investment accounted for under the equity method and a gain on the sale of shares in an affiliate in the consolidated income statement for the fiscal year ending December 2026. The amounts and the impact on results for the fiscal year ending December 2026 are currently under review.

This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameINFRONEER Holdings Inc.
Name of the Subject CompanyName of target company
Business Description of the Subject CompanyOperation and maintenance of water and environmental plants, and the design and construction of such facilities; chemicals business; and oversight of operating subsidiaries
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥5,500 million (as of 31 December 2025)
Date of Establishment of the Subject Company1 April 1977
Net Sales of the Subject Company¥82,937 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥6,817 million (fiscal year ended March 2025)
Net Income of the Subject Company¥6,199 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥31,960 million (fiscal year ended March 2025)
Acquisition price¥30,400 million (planned transfer price for the shares; the actual transfer price will be determined through a price adjustment)
Type of ConsiderationCash (planned transfer price of ¥30,400 million)
Number of shares acquired1,000,000 shares (10,000 voting rights)
Voting rights ownership percentageBefore 33.33% → after 0.00%
Amount of extraordinary income (loss)The Company expects to record a gain on the sale of an investment accounted for under the equity method and a gain on the sale of shares in an affiliate in the fiscal year ending December 2026. The amounts are currently under review.
Impact on Business PerformanceThe Company expects to record a gain on the sale of an investment accounted for under the equity method and a gain on the sale of shares in an affiliate in the consolidated income statement for the fiscal year ending December 2026. The amounts and the impact on results for the fiscal year ending December 2026 are currently under review.
Date of board resolution14 April 2026
Contract Date14 April 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

As the business environment changes, including the expanding adoption of Water PPP and the full-scale emergence of renewal demand due to the aging of existing facilities, the Company determined that transferring the shares to the optimal shareholder, which has a clear strategy and execution capabilities to support Japan’s social infrastructure over the medium to long term, would contribute to enhancing 水ing株式会社’s future corporate value.

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Notice Concerning a Change in an Equity-Method Affiliate (Share Transfer) | EBARA CORPORATION (6361) timely disclosure | Komori