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M&A and Subsidiary Changes6424TAKAMISAWA CYBERNETICS COMPANY,LTD.Machinery

Notice of Execution of a Simplified Absorption-Type Company Split Agreement Concerning the Transfer of Fujitsu Frontech Limited’s Airline Printer Business

TAKAMISAWA CYBERNETICS COMPANY,LTD. entered into an agreement under which Fujitsu Frontech's airline printer business will change to TAKAMISAWA CYBERNETICS COMPANY,LTD. through an absorption-type company split. The consideration is ¥445 million in cash, and the effective date is scheduled for 1 August 2026.

Worth reading
60In 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
445
¥ million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)Fujitsu Frontech Limited
Disclosing companyTAKAMISAWA CYBERNETICS COMPANY,LTD.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

The target business manufactures and sells airport-installed thermal printers specialized for the airline industry.

Location Inagi, TokyoShare capital ¥8,457 million (as of the end of March 2025)Date of incorporation 9 November 1940
Net Sales¥85,244 million (fiscal year ended March 2025)
Operating profit¥1,480 million (fiscal year ended March 2025)
Net income for the current fiscal year¥59 million (fiscal year ended March 2025)
Net assets¥37,475 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥445 million in cash
Type of ConsiderationCash
Goodwill amountPositive goodwill is expected to be recognized, but the amount is currently unknown. Amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The transaction is expected to be reflected in results from the second quarter of the fiscal year ending March 2027. The amount of the impact is currently under review.

Procedures and assumptions
Valuation methodologyDiscounted cash flow method (DCF method) and comparable listed company analysis (EV/EBITDA multiple)
Independent valuation institutionSincerity Financial Advisory Co., Ltd.
Management structure after acquisitionThere will be no changes to the name, location, title or name of the representative, business activities, stated capital or fiscal year-end of the company, which is the acquiring company. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameFujitsu Frontech Limited
Name of the Subject CompanyFujitsu Frontech Limited
Business Description of the Subject CompanyThe target business manufactures and sells airport-installed thermal printers specialized for the airline industry.
Location of the Subject CompanyInagi, Tokyo
Capital Stock of the Subject Company¥8,457 million (as of the end of March 2025)
Date of Establishment of the Subject Company9 November 1940
Net Sales of the Subject Company¥85,244 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥1,480 million (fiscal year ended March 2025)
Net Income of the Subject Company¥59 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥37,475 million (fiscal year ended March 2025)
Acquisition price¥445 million in cash
Type of ConsiderationCash
Goodwill amountPositive goodwill is expected to be recognized, but the amount is currently unknown. Amortization period: Not disclosed
Impact on Business PerformanceThe transaction is expected to be reflected in results from the second quarter of the fiscal year ending March 2027. The amount of the impact is currently under review.
Date of board resolution16 April 2026
Contract Date16 April 2026
Execution Date / Effective Date1 August 2026 (scheduled)
Valuation methodologyDiscounted cash flow method (DCF method) and comparable listed company analysis (EV/EBITDA multiple)
Independent valuation institutionSincerity Financial Advisory Co., Ltd.
Management structure after acquisitionThere will be no changes to the name, location, title or name of the representative, business activities, stated capital or fiscal year-end of the company, which is the acquiring company. Employee treatment: Not disclosed
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)Special 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.

Fujitsu Frontech has a high market share in the target business, which is expected to be maintained and expanded going forward. In addition, the company intends to acquire design and manufacturing expertise for printer products, leading to the development of new products and systems, and to expand its sales channels and identify new businesses by taking over business relationships with customers in the airline industry.

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 of Execution of a Simplified Absorption-Type Company Split Agreement Concerning the Transfer of Fujitsu Frontech Limited’s Airline Printer Business | TAKAMISAWA CYBERNETICS COMPANY,LTD. (6424) timely disclosure | Komori