Komori
M&A and Subsidiary Changes6455MORITA HOLDINGS CORPORATIONAutomobiles and Transportation Equipment

Notice Regarding the Acquisition of an Equity Interest in Magirus GmbH (Making It a Subsidiary)

MORITA HOLDINGS CORPORATION has decided to acquire a 100% equity interest in Magirus GmbH, a German manufacturer of firefighting vehicles, for €65 million, making it a wholly owned subsidiary. Upon completion of the acquisition, Magirus GmbH is expected to become a consolidated subsidiary.

Worth reading
63In 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
65
€ million (acquisition price)
Wording
Conditional
How definitive the wording is.

This transaction

This equity interest acquisition
CounterpartyMutares SE & Co. KGaA
Disclosing companyMORITA HOLDINGS CORPORATION
Magirus GmbHVoting rights ownership percentage

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, manufacture, sales, and services for firefighting vehicles (aerial ladder trucks, fire engines, specialized firefighting vehicles, etc.) and related equipment

Location Ulm, GermanyShare capital €6,493 thousandDate of incorporation 10 December 1987
Net Sales€332,338 thousand (fiscal year ended December 2025)
Operating profitOperating loss of €49,201 thousand (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of €81,788 thousand (fiscal year ended December 2025)
Net assetsNet assets of €43,399 thousand (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceEquity interest in Magirus GmbH: €65 million
Expenses other than the acquisition price¥1,000 million (advisory fees, etc.; estimated)
Impact on Business Performance

Magirus's results are expected to be reflected in the Company's consolidated results from the fiscal year ending March 2028. The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. The impact on the consolidated financial position is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionObtaining necessary approvals and permits from the relevant authorities, etc.
Management structure after acquisitionUpon completion of the acquisition, Magirus is expected to become a consolidated subsidiary of the Company. Not disclosed regarding the corporate name, representative, and treatment of employees
This transaction
ItemDetails
Transaction nameThis equity interest acquisition
Counterparty nameMutares SE & Co. KGaA
Name of the Subject CompanyMagirus GmbH
Business Description of the Subject CompanyDevelopment, manufacture, sales, and services for firefighting vehicles (aerial ladder trucks, fire engines, specialized firefighting vehicles, etc.) and related equipment
Location of the Subject CompanyUlm, Germany
Capital Stock of the Subject Company€6,493 thousand
Date of Establishment of the Subject Company10 December 1987
Net Sales of the Subject Company€332,338 thousand (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of €49,201 thousand (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of €81,788 thousand (fiscal year ended December 2025)
Net Assets of the Subject CompanyNet assets of €43,399 thousand (fiscal year ended December 2025)
Acquisition priceEquity interest in Magirus GmbH: €65 million
Expenses other than the acquisition price¥1,000 million (advisory fees, etc.; estimated)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceMagirus's results are expected to be reflected in the Company's consolidated results from the fiscal year ending March 2028. The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. The impact on the consolidated financial position is currently under review.
Date of board resolution9 November 2026
Contract Date9 November 2026 (German time)
Execution Date / Effective DateMay 2027 (scheduled)
Conditions Precedent to ExecutionObtaining necessary approvals and permits from the relevant authorities, etc.
Management structure after acquisitionUpon completion of the acquisition, Magirus is expected to become a consolidated subsidiary of the Company. Not disclosed regarding the corporate name, representative, and treatment of employees
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

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.

The purpose is to combine Magirus's business base, brand strength, technological capabilities, customer base, and sales and service network with the Group's technologies, know-how, and overseas business base, further advance business transformation, and expand the business globally while improving profitability.

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 Regarding the Acquisition of an Equity Interest in Magirus GmbH (Making It a Subsidiary) | MORITA HOLDINGS CORPORATION (6455) timely disclosure | Komori