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M&A and Subsidiary Changes6503Mitsubishi Electric CorporationElectrical Equipment and Precision Instruments

Notice Regarding the Transfer of Shares in The Kodensha,Co.,Ltd. (Change in Consolidated Subsidiary)

Mitsubishi Electric Corporation will not tender any of its shares in The Kodensha,Co.,Ltd. in the tender offer and plans to transfer them to The Kodensha,Co.,Ltd. in connection with its acquisition of treasury shares after the tender offer is completed. As a result, The Kodensha,Co.,Ltd. is expected to cease to be a consolidated subsidiary of Mitsubishi Electric Corporation.

Worth reading
64In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
36150
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

This transaction (a series of transactions including this share transfer)
CounterpartyKINDEN CORPORATION, The Kodensha,Co.,Ltd.
Disclosing companyMitsubishi Electric Corporation
The Kodensha,Co.,Ltd.Voting rights ownership percentageNumber of shares acquired 4,485,620 shares (number of voting rights: 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.White points represent dates designated as scheduled dates in the document.
Target company

Electrical equipment construction, including the design, construction and contracting of interior wiring, transmission lines, power generation and substation facilities, telecommunications and air-conditioning facilities, as well as the sale of general-purpose electrical equipment, industrial electrical and electronic equipment, heating, cooling and housing equipment, and other products

Location Chuo-ku, TokyoShare capital ¥1,520 million (as of 31 March 2026)Date of incorporation 25 June 1917
Net Sales¥44,234 million (fiscal year ended March 2026)
Operating profit¥3,893 million (fiscal year ended March 2026)
Net assets¥25,182 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceTransfer price: ¥36,150 million (予定)
Type of ConsiderationCash (transfer price for this share transfer: ¥36,150 million (予定))
Tender offer period26 May 2026–6 July 2026 (予定)
Impact on Business Performance

The impact of this transaction and other factors is included in the consolidated earnings forecast for the fiscal year ending March 2027 announced by Mitsubishi Electric Corporation on 28 April 2026. If any matters requiring disclosure arise, the company will promptly make an announcement.

Procedures and assumptions
Conditions Precedent to ExecutionFollowing completion of the tender offer, implementation of procedures, including the share consolidation, to make Mitsubishi Electric Corporation and the tender offeror the only shareholders of The Kodensha,Co.,Ltd.
Management structure after acquisitionFollowing completion of this transaction, Mitsubishi Electric Corporation and The Kodensha,Co.,Ltd. will continue their business relationship as before. The corporate name, representative, and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameThis transaction (a series of transactions including this share transfer)
Counterparty nameKINDEN CORPORATION, The Kodensha,Co.,Ltd.
Name of the Subject CompanyThe Kodensha,Co.,Ltd.
Business Description of the Subject CompanyElectrical equipment construction, including the design, construction and contracting of interior wiring, transmission lines, power generation and substation facilities, telecommunications and air-conditioning facilities, as well as the sale of general-purpose electrical equipment, industrial electrical and electronic equipment, heating, cooling and housing equipment, and other products
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥1,520 million (as of 31 March 2026)
Date of Establishment of the Subject Company25 June 1917
Net Sales of the Subject Company¥44,234 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥3,893 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥25,182 million (fiscal year ended March 2026)
Acquisition priceTransfer price: ¥36,150 million (予定)
Type of ConsiderationCash (transfer price for this share transfer: ¥36,150 million (予定))
Tender offer period26 May 2026–6 July 2026 (予定)
Number of shares acquired4,485,620 shares (number of voting rights: not disclosed)
Voting rights ownership percentageBefore 51.36% → after 0%
Impact on Business PerformanceThe impact of this transaction and other factors is included in the consolidated earnings forecast for the fiscal year ending March 2027 announced by Mitsubishi Electric Corporation on 28 April 2026. If any matters requiring disclosure arise, the company will promptly make an announcement.
Contract Date25 May 2026
Execution Date / Effective DateEffective date of the share consolidation: around late September 2026 (予定); closing date of the share transfer: around late September 2026 (予定)
Conditions Precedent to ExecutionFollowing completion of the tender offer, implementation of procedures, including the share consolidation, to make Mitsubishi Electric Corporation and the tender offeror the only shareholders of The Kodensha,Co.,Ltd.
Management structure after acquisitionFollowing completion of this transaction, Mitsubishi Electric Corporation and The Kodensha,Co.,Ltd. will continue their business relationship as before. The corporate name, representative, and treatment of employees: not disclosed
Items this document does not state (12)
Net Income of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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.

As Mitsubishi Electric Corporation proceeds with focused investment in key growth areas, strengthens its management base, promotes partnerships with external parties, and reorganizes and integrates its group companies, it determined that this transaction would be the optimal way to enhance the corporate value of both Mitsubishi Electric Corporation and The Kodensha,Co.,Ltd. and the common interests of their shareholders. Through the bidding process, it comprehensively considered the value of the shares, business strategies, synergies and dissynergies, employee treatment, governance structure, financing capabilities, and the interests of minority shareholders, and determined that KINDEN CORPORATION was the optimal buyer.

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Notice Regarding the Transfer of Shares in The Kodensha,Co.,Ltd. (Change in Consolidated Subsidiary) | Mitsubishi Electric Corporation (6503) timely disclosure | Komori