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M&A and Subsidiary Changes6616TOREX SEMICONDUCTOR LTD.Electrical Equipment and Precision Instruments

Notice of Completion of Transfer of Equity Interests in a Consolidated Subsidiary and Recognition of Extraordinary Gain

The Company transferred a 95% equity interest in its consolidated subsidiary TVS to PANJIT INTERNATIONAL INC., and the transfer procedures have been completed. TVS has been removed from the scope of consolidation, the Company's retained equity interest has changed from 95% to 5%, and the Company expects to recognize an extraordinary gain of approximately ¥1 billion.

Worth reading
74In focus
Scored from 4 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
10
¥100 million (approx.)
Wording
Conditional
How definitive the wording is.

This transaction

Transfer of equity interest
CounterpartyPANJIT INTERNATIONAL INC.
Disclosing companyTOREX SEMICONDUCTOR LTD.
TOREX VIETNAM SEMICONDUCTOR CO.,LTD (after transfer: PANJIT VIETNAM SEMICONDUCTOR COMPANY LIMITED)Voting 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.

Execution Date / Effective Date2026/9/15 (date of completion of the equity interest transfer)
Consideration and expenses
Acquisition priceUS$9,472,902.25
Type of ConsiderationCash
Amount of extraordinary income (loss)An estimated gain on the sale of the equity interest of approximately ¥1 billion, expected to be recognized as an extraordinary gain in the consolidated financial results for the second quarter of the fiscal year ending March 2027
Impact on Business Performance

A certain amount of the extraordinary gain has already been incorporated into the earnings forecast for the fiscal year ending March 2027. Even after taking into account the difference from the estimated amount, no revision to the earnings forecast is planned at this time.

Procedures and assumptions
Management structure after acquisitionThe company has changed its name from TVS to PANJIT VIETNAM SEMICONDUCTOR COMPANY LIMITED. The Company continues to hold 5%. The production base and production location remain unchanged, and production activities will continue at the same factory as before.
This transaction
ItemDetails
Transaction nameTransfer of equity interest
Counterparty namePANJIT INTERNATIONAL INC.
Name of the Subject CompanyTOREX VIETNAM SEMICONDUCTOR CO.,LTD (after transfer: PANJIT VIETNAM SEMICONDUCTOR COMPANY LIMITED)
Acquisition priceUS$9,472,902.25
Type of ConsiderationCash
Voting rights ownership percentageBefore 100% → after 5%
Amount of extraordinary income (loss)An estimated gain on the sale of the equity interest of approximately ¥1 billion, expected to be recognized as an extraordinary gain in the consolidated financial results for the second quarter of the fiscal year ending March 2027
Impact on Business PerformanceA certain amount of the extraordinary gain has already been incorporated into the earnings forecast for the fiscal year ending March 2027. Even after taking into account the difference from the estimated amount, no revision to the earnings forecast is planned at this time.
Execution Date / Effective Date2026/9/15 (date of completion of the equity interest transfer)
Management structure after acquisitionThe company has changed its name from TVS to PANJIT VIETNAM SEMICONDUCTOR COMPANY LIMITED. The Company continues to hold 5%. The production base and production location remain unchanged, and production activities will continue at the same factory as before.
Items this document does not state (22)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating 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 periodNumber of shares acquiredFunding arrangementsGoodwill amountDate of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

Following completion of the equity interest transfer, TVS will be excluded from the scope of consolidated subsidiaries, and the gain on the sale of the equity interest is expected to be recognized as an extraordinary gain. The Company explained that there will be no transfer or change in the production base or production location after the transfer, and production activities will continue at the same factory.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of Completion of Transfer of Equity Interests in a Consolidated Subsidiary and Recognition of Extraordinary Gain | TOREX SEMICONDUCTOR LTD. (6616) timely disclosure | Komori