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

Notice Regarding the Establishment of a Subsidiary, a Company Split (Simplified Absorption-Type Company Split) between the Company and Its Subsidiary, and the Execution of a Share Transfer Agreement with ABB in Preparation for the Formation of a Joint Venture for the Power Distribution and Control Equipment Business

Mitsubishi Electric will transfer its distribution and control equipment business to a newly established company and transfer 51% of the shares to ABB's Japanese subsidiary, forming a joint venture. Mitsubishi Electric will retain 49% and jointly operate the business, but the new company is expected to cease being a consolidated subsidiary of Mitsubishi Electric and become a consolidated subsidiary of ABB.

Worth reading
66In focus
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
824
¥100 million (expected transfer consideration)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This transaction
CounterpartyABB Ltd., ABB K.K.
Disclosing companyMitsubishi Electric Corporation
Melco 配制機器事業分割準備株式会社 (planned)Voting rights ownership percentageNumber of shares acquired Number of shares equivalent to 51% of voting rights (number of shares to be determined); 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.
Target company

Development, manufacture, sale and servicing of distribution and control equipment and other products

Location Chiyoda-ku, TokyoShare capital To be determinedDate of incorporation 1 December 2026 (scheduled)
Net Sales¥102.2 billion (fiscal year ended March 2026, business to be transferred)
Consideration and expenses
Acquisition price¥82.4 billion (planned)
Type of ConsiderationCash
Amount of extraordinary income (loss)A gain of approximately ¥90 billion is expected to be recognized in connection with the share transfer and recorded under “Other gains and losses” in the fiscal year ending March 2028
Impact on Business Performance

The impact of the Transaction is not included in the consolidated earnings forecasts for the fiscal year ending March 2027 and is expected to be immaterial. In the fiscal year ending March 2028, a gain of approximately ¥90 billion recognized in connection with the share transfer is expected to be recorded under “Other gains and losses”

Procedures and assumptions
Valuation methodologyCalculated based on the target business's FY2025 EBITDA, the agreed valuation multiple and adjustments for cash and cash equivalents, debt-like items and other factors
Conditions Precedent to ExecutionObtaining permits and approvals from competition authorities and other relevant authorities in Japan and overseas, and satisfaction of the contractual conditions precedent
Management structure after acquisitionThe new company is expected to become a consolidated subsidiary of ABB and an equity-method affiliate of Mitsubishi Electric. Its board of directors is planned to comprise 7 members: 5 nominated by ABB and 2 nominated by Mitsubishi Electric. The new company's name, representative, capital, location and other details are expected to change, but the details have not been determined. Treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis transaction
Counterparty nameABB Ltd., ABB K.K.
Name of the Subject CompanyMelco 配制機器事業分割準備株式会社 (planned)
Business Description of the Subject CompanyDevelopment, manufacture, sale and servicing of distribution and control equipment and other products
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject CompanyTo be determined
Date of Establishment of the Subject Company1 December 2026 (scheduled)
Net Sales of the Subject Company¥102.2 billion (fiscal year ended March 2026, business to be transferred)
Acquisition price¥82.4 billion (planned)
Type of ConsiderationCash
Number of shares acquiredNumber of shares equivalent to 51% of voting rights (number of shares to be determined); number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100% → after 49%
Amount of extraordinary income (loss)A gain of approximately ¥90 billion is expected to be recognized in connection with the share transfer and recorded under “Other gains and losses” in the fiscal year ending March 2028
Impact on Business PerformanceThe impact of the Transaction is not included in the consolidated earnings forecasts for the fiscal year ending March 2027 and is expected to be immaterial. In the fiscal year ending March 2028, a gain of approximately ¥90 billion recognized in connection with the share transfer is expected to be recorded under “Other gains and losses”
Date of board resolution20 October 2026 (date of the Company's corporate decision)
Contract Date20 October 2026 (date of execution of the agreements relating to the Transaction). The date of execution of the company split agreement is planned for 1 August 2027
Execution Date / Effective Date1 October 2027 (planned effective date of the company split and closing date of the share transfer, both planned)
Valuation methodologyCalculated based on the target business's FY2025 EBITDA, the agreed valuation multiple and adjustments for cash and cash equivalents, debt-like items and other factors
Conditions Precedent to ExecutionObtaining permits and approvals from competition authorities and other relevant authorities in Japan and overseas, and satisfaction of the contractual conditions precedent
Management structure after acquisitionThe new company is expected to become a consolidated subsidiary of ABB and an equity-method affiliate of Mitsubishi Electric. Its board of directors is planned to comprise 7 members: 5 nominated by ABB and 2 nominated by Mitsubishi Electric. The new company's name, representative, capital, location and other details are expected to change, but the details have not been determined. Treatment of employees: Not disclosed
Items this document does not state (12)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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.

To achieve further growth and strengthen the competitiveness of the distribution and control equipment business by integrating Mitsubishi Electric's technological capabilities, quality capabilities, customer base and sales channels with ABB's technological capabilities, global sales network and other management resources, thereby enhancing products and services, strengthening global expansion and increasing the value provided to customers.

How to read this page

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Notice Regarding the Establishment of a Subsidiary, a Company Split (Simplified Absorption-Type Company Split) between the Company and Its Subsidiary, and the Execution of a Share Transfer Agreement with ABB in Preparation for the Formation of a Joint Venture for the Power Distribution and Control Equipment Business | Mitsubishi Electric Corporation (6503) timely disclosure | Komori