This transaction
Share TransfersThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Precision cleaning business, development of instruments for measuring surface particles on semiconductor manufacturing equipment, and cleanroom-related consulting services, among others
For the impact of entering into this agreement on consolidated results for the fiscal year ending March 2026, please refer to the concurrently disclosed Notice Regarding Recognition of Impairment Loss and Revision of Full-Year Earnings Forecast.
| Item | Details |
|---|---|
| Transaction name | Share Transfers |
| Counterparty name | AEQH20 GmbH |
| Name of the Subject Company | Pentagon Technologies Group, Inc. |
| Business Description of the Subject Company | Precision cleaning business, development of instruments for measuring surface particles on semiconductor manufacturing equipment, and cleanroom-related consulting services, among others |
| Location of the Subject Company | U.S.A.（Hayward, CA） |
| Capital Stock of the Subject Company | US$108.202 million |
| Date of Establishment of the Subject Company | 13 October 1998 |
| Net Sales of the Subject Company | US$132.585 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | Operating loss of US$121.442 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | Net loss of US$125.252 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | Negative net assets of US$983,000 (fiscal year ended March 2025) |
| Acquisition price | Up to US$21 million (transfer price) |
| Type of Consideration | Cash (up to US$21 million as the transfer price) |
| Number of shares acquired | 3,023,104.67 shares (number of shares transferred; number of voting rights not disclosed) |
| Voting rights ownership percentage | Before 100% → after 0% |
| Impact on Business Performance | For the impact of entering into this agreement on consolidated results for the fiscal year ending March 2026, please refer to the concurrently disclosed Notice Regarding Recognition of Impairment Loss and Revision of Full-Year Earnings Forecast. |
| Date of board resolution | Not disclosed (management committee resolution date: 13 May 2026) |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | 30 June 2026 (scheduled) |
| Management structure after acquisition | The company and the following 2 companies held by it are expected to come under AEQH20 GmbH. The trade names, representatives and treatment of employees are not disclosed. |
Items this document does not state (12)
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 part of efforts to optimize its business portfolio and improve capital efficiency under its medium-term management plan, the company has been pursuing structural reform of its overseas precision cleaning business. After comprehensively considering the future growth potential and profitability of Pentagon Technologies Group, Inc., the company determined that enabling further growth under an owner that can contribute to enhancing the company's value would be the optimal course of action.