Komori
M&A and Subsidiary Changes6459DAIWA LTD.Machinery

Notice Regarding the Acquisition of Shares in Miura Denshi Co., Ltd. (Making It a Subsidiary)

大和冷機工業 will acquire all 28,000 shares of 三浦電子株式会社, making it a wholly owned subsidiary with 100% of the voting rights. The acquisition is scheduled to be completed on 1 July 2026.

Worth reading
61In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
100
Voting rights ownership ratio
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyShareholders of 三浦電子株式会社
Disclosing companyDAIWA LTD.
三浦電子株式会社Voting rights ownership percentageNumber of shares acquired 28,000 shares (number of voting rights: 28,000)

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

Manufacture and sale of electrolyzed functional water generation equipment and related equipment

Location Nikaho, Akita PrefectureShare capital ¥30 millionDate of incorporation December 1973
Net Sales¥235 million (fiscal year ended November 2025)
Operating profit¥14 million (fiscal year ended November 2025)
Net income for the current fiscal year¥29 million (fiscal year ended November 2025)
Net assets¥832 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition priceThe purchase price has not been disclosed because the acquisition represents less than 10% of the company's net assets at the end of its most recent fiscal year and is expected to have a minimal impact on its operating results and financial condition.
Impact on Business Performance

The purchase price is expected to have a minimal impact on the company's operating results and financial condition. Regarding the impact on results for the fiscal year ending December 2026, the company will promptly disclose any matters requiring disclosure if they arise.

Procedures and assumptions
Valuation methodologyDetermined through discussions between the parties after reasonably taking into account the results of legal and financial due diligence and other factors
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameShareholders of 三浦電子株式会社
Name of the Subject Company三浦電子株式会社
Business Description of the Subject CompanyManufacture and sale of electrolyzed functional water generation equipment and related equipment
Location of the Subject CompanyNikaho, Akita Prefecture
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject CompanyDecember 1973
Net Sales of the Subject Company¥235 million (fiscal year ended November 2025)
Operating Profit of the Subject Company¥14 million (fiscal year ended November 2025)
Net Income of the Subject Company¥29 million (fiscal year ended November 2025)
Net Assets of the Subject Company¥832 million (fiscal year ended November 2025)
Acquisition priceThe purchase price has not been disclosed because the acquisition represents less than 10% of the company's net assets at the end of its most recent fiscal year and is expected to have a minimal impact on its operating results and financial condition.
Number of shares acquired28,000 shares (number of voting rights: 28,000)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe purchase price is expected to have a minimal impact on the company's operating results and financial condition. Regarding the impact on results for the fiscal year ending December 2026, the company will promptly disclose any matters requiring disclosure if they arise.
Contract Date23 June 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Valuation methodologyDetermined through discussions between the parties after reasonably taking into account the results of legal and financial due diligence and other factors
Items this document does not state (14)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionIndependent 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.

The transaction is intended to establish a stable supply system for related equipment by leveraging 三浦電子株式会社's proprietary technology, while integrating operations from development through manufacturing and quality control. In addition, the company aims to incorporate 三浦電子株式会社's technology, personnel and intellectual property to enhance its product development capabilities and create new products and applications.

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 Shares in Miura Denshi Co., Ltd. (Making It a Subsidiary) | DAIWA LTD. (6459) timely disclosure | Komori