Komori
M&A and Subsidiary Changes6473JTEKT CorporationAutomobiles and transportation equipment

Notice Regarding the Execution of a Share Transfer Agreement and Other Agreements for the Transfer of the European Automotive Business

The Company has entered into an agreement to transfer all shares and equity interests in 7 consolidated subsidiaries engaged primarily in the automotive parts business in Europe to LEO III.-VV25-B SAS for a nominal consideration. Subject to approval by the relevant regulatory authorities, the transfer is scheduled to be completed around the end of August 2026.

Worth reading
82Important
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
50
Hundreds of millions of yen
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
CounterpartyLEO III.-VV25-B SAS
Disclosing companyJTEKT Corporation
JTEKT EUROPE S.A.S., JTEKT COLUMN SYSTEMS FRANCE S.A.S., JTEKT CZECH REPUBLIC S.R.O., JTEKT AUTOMOTIVE MOROCCO S.A.S., JTEKT TORSEN HOLDINGS S.A., JTEKT TORSEN EUROPE S.A., JTEKT TORSEN NORTH AMERICA, INC.Voting rights ownership percentageNumber of shares acquired All shares and equity interests in the companies subject to the transfer (number of shares: Not disclosed)

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

Oversight of the European business; manufacture and sale of steering systems and steering components, Manufacture of automotive parts, Manufacture and sale of steering systems and steering components, Manufacture and sale of steering systems, Holding Company, Manufacture and sale of automotive drivetrain components (Torsen), Manufacture and sale of automotive drivetrain components (Torsen)

Location Head office: Irigny, France / Lyon plant: Irigny, France / Dijon plant: Chevigny Saint Sauveur, France, Valentigney, France, Pardubice plant: Pardubice, Czech Republic, Tanger, Morocco, Strepy-Bracquegnies, Belgium, Strepy-Bracquegnies, Belgium, Rochester, NY, USAShare capital €168.575 million, €10 million, CZK603.084 million, MAD97.938 million, €25.953 million, €11.1 million, $1.021 million
Net Sales€950.014 million (FY2025), €55.931 million (FY2025), CZK9,451.751 million (FY2025), MAD1,408.191 million (FY2025), €23.862 million (FY2025), Not disclosed, $17.348 million (FY2025)
Operating profitOperating loss of €87.499 million (FY2025), Operating income of €2.895 million (FY2025), Operating income of CZK54.091 million (FY2025), Operating loss of MAD2.58 million (FY2025), Operating loss of €3.512 million (FY2025), Not disclosed, Operating loss of $2.88 million (FY2025)
Net income for the current fiscal yearNet loss of €114.003 million (FY2025), Net income of €2.078 million (FY2025), Net income of CZK23.11 million (FY2025), Net loss of MAD14.525 million (FY2025), Net loss of €3.479 million (FY2025), Not disclosed, Net loss of $1.795 million (FY2025)
Net assetsNet assets of negative €126.272 million (FY2025), Net assets of €12.699 million (FY2025), Net assets of CZK744.02 million (FY2025), Net assets of negative MAD8.562 million (FY2025), Net assets of €13.018 million (FY2025), Not disclosed, Net assets of $32.767 million (FY2025)
Consideration and expenses
Acquisition priceNot applicable (the transfer consideration is nominal)
Type of ConsiderationCash (nominal consideration)
Amount of extraordinary income (loss)An extraordinary loss of ¥5 billion in the non-consolidated financial statements for the fiscal year ending March 2027
Impact on Business Performance

A loss of ¥5 billion, recorded as other expenses, is expected to be recognized in the consolidated financial statements for the fiscal year ending March 2027. A loss of ¥5 billion, recorded as an extraordinary loss, is expected to be recognized in the non-consolidated financial statements. The impact has been incorporated into the earnings forecast.

Procedures and assumptions
Conditions Precedent to ExecutionApproval by the relevant regulatory authorities
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameLEO III.-VV25-B SAS
Name of the Subject CompanyJTEKT EUROPE S.A.S., JTEKT COLUMN SYSTEMS FRANCE S.A.S., JTEKT CZECH REPUBLIC S.R.O., JTEKT AUTOMOTIVE MOROCCO S.A.S., JTEKT TORSEN HOLDINGS S.A., JTEKT TORSEN EUROPE S.A., JTEKT TORSEN NORTH AMERICA, INC.
Business Description of the Subject CompanyOversight of the European business; manufacture and sale of steering systems and steering components, Manufacture of automotive parts, Manufacture and sale of steering systems and steering components, Manufacture and sale of steering systems, Holding Company, Manufacture and sale of automotive drivetrain components (Torsen), Manufacture and sale of automotive drivetrain components (Torsen)
Location of the Subject CompanyHead office: Irigny, France / Lyon plant: Irigny, France / Dijon plant: Chevigny Saint Sauveur, France, Valentigney, France, Pardubice plant: Pardubice, Czech Republic, Tanger, Morocco, Strepy-Bracquegnies, Belgium, Strepy-Bracquegnies, Belgium, Rochester, NY, USA
Capital Stock of the Subject Company€168.575 million, €10 million, CZK603.084 million, MAD97.938 million, €25.953 million, €11.1 million, $1.021 million
Net Sales of the Subject Company€950.014 million (FY2025), €55.931 million (FY2025), CZK9,451.751 million (FY2025), MAD1,408.191 million (FY2025), €23.862 million (FY2025), Not disclosed, $17.348 million (FY2025)
Operating Profit of the Subject CompanyOperating loss of €87.499 million (FY2025), Operating income of €2.895 million (FY2025), Operating income of CZK54.091 million (FY2025), Operating loss of MAD2.58 million (FY2025), Operating loss of €3.512 million (FY2025), Not disclosed, Operating loss of $2.88 million (FY2025)
Net Income of the Subject CompanyNet loss of €114.003 million (FY2025), Net income of €2.078 million (FY2025), Net income of CZK23.11 million (FY2025), Net loss of MAD14.525 million (FY2025), Net loss of €3.479 million (FY2025), Not disclosed, Net loss of $1.795 million (FY2025)
Net Assets of the Subject CompanyNet assets of negative €126.272 million (FY2025), Net assets of €12.699 million (FY2025), Net assets of CZK744.02 million (FY2025), Net assets of negative MAD8.562 million (FY2025), Net assets of €13.018 million (FY2025), Not disclosed, Net assets of $32.767 million (FY2025)
Acquisition priceNot applicable (the transfer consideration is nominal)
Type of ConsiderationCash (nominal consideration)
Number of shares acquiredAll shares and equity interests in the companies subject to the transfer (number of shares: Not disclosed)
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)An extraordinary loss of ¥5 billion in the non-consolidated financial statements for the fiscal year ending March 2027
Impact on Business PerformanceA loss of ¥5 billion, recorded as other expenses, is expected to be recognized in the consolidated financial statements for the fiscal year ending March 2027. A loss of ¥5 billion, recorded as an extraordinary loss, is expected to be recognized in the non-consolidated financial statements. The impact has been incorporated into the earnings forecast.
Contract Date26 May 2026 (local time)
Execution Date / Effective DateAround the end of August 2026 (scheduled)
Conditions Precedent to ExecutionApproval by the relevant regulatory authorities
Items this document does not state (13)
Date of Establishment of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountDate of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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.

To reorganize and integrate the business in the European market under the Second Medium-Term Management Plan, improve profitability and achieve 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 Execution of a Share Transfer Agreement and Other Agreements for the Transfer of the European Automotive Business | JTEKT Corporation (6473) timely disclosure | Komori