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M&A and Subsidiary Changes6644Osaki Electric Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Regarding the Transfer of a Consolidated Subsidiary (Share Transfer) to Improve Capital Efficiency and Optimize the Production Structure Through an Asset-Light Strategy

EDMI, a consolidated subsidiary of Osaki Electric Co., Ltd., plans to transfer all of its shares in EESB, Malaysia, to Cicor Asia, after which EESB will no longer be included in the scope of consolidation. Following the transfer, manufacturing will be outsourced to Cicor, allowing EDMI to focus on core functions such as design and development.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
7
US$ million (approximately ¥1,085 million)
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
CounterpartyCicor Asia Pte. Ltd. (a subsidiary of Cicor Technologies Ltd.)
Disclosing companyOsaki Electric Co.,Ltd.
EDMI Electronics Sdn BhdVoting rights ownership percentageNumber of shares acquired 88,630,164 shares (number of shares transferred; voting rights ownership before the change: 100.00%; after the change: 0.00%)

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 repair of smart meters

Location Malaysia (Senai, Johor)Share capital MYR 88,630 thousand (¥3,414 million)Date of incorporation 5 October 2010
Net Sales¥744 million (fiscal year ended December 2025)
Operating profit¥(18) million (fiscal year ended December 2025)
Net income for the current fiscal year¥(19) million (fiscal year ended December 2025)
Net assets¥644 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUS$7 million (approximately ¥1,085 million) (transfer price)
Type of ConsiderationCash (transfer price: US$7 million)
Impact on Business Performance

The impact on the consolidated earnings forecast for the fiscal year ending March 2027 is currently under review. No revision to the consolidated earnings forecast will be made as of the announcement of the financial results for the first quarter of the fiscal year ending March 2027.

Procedures and assumptions
Management structure after acquisitionEESB is expected to cease to be a consolidated subsidiary. EDMI will continue to retain core functions relating to product design and development, intellectual property, quality standards and customer support, while manufacturing will be outsourced to Cicor. The treatment of the company name, representative and employees is not disclosed.
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameCicor Asia Pte. Ltd. (a subsidiary of Cicor Technologies Ltd.)
Name of the Subject CompanyEDMI Electronics Sdn Bhd
Business Description of the Subject CompanyManufacture and repair of smart meters
Location of the Subject CompanyMalaysia (Senai, Johor)
Capital Stock of the Subject CompanyMYR 88,630 thousand (¥3,414 million)
Date of Establishment of the Subject Company5 October 2010
Net Sales of the Subject Company¥744 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥(18) million (fiscal year ended December 2025)
Net Income of the Subject Company¥(19) million (fiscal year ended December 2025)
Net Assets of the Subject Company¥644 million (fiscal year ended December 2025)
Acquisition priceUS$7 million (approximately ¥1,085 million) (transfer price)
Type of ConsiderationCash (transfer price: US$7 million)
Number of shares acquired88,630,164 shares (number of shares transferred; voting rights ownership before the change: 100.00%; after the change: 0.00%)
Voting rights ownership percentageBefore 100.00% (indirect ownership) → after 0.00%
Impact on Business PerformanceThe impact on the consolidated earnings forecast for the fiscal year ending March 2027 is currently under review. No revision to the consolidated earnings forecast will be made as of the announcement of the financial results for the first quarter of the fiscal year ending March 2027.
Date of board resolution28 July 2026
Contract Date29 July 2026 (planned)
Execution Date / Effective Date30 October 2026 (scheduled)
Management structure after acquisitionEESB is expected to cease to be a consolidated subsidiary. EDMI will continue to retain core functions relating to product design and development, intellectual property, quality standards and customer support, while manufacturing will be outsourced to Cicor. The treatment of the company name, representative and employees is not disclosed.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

The transaction will shift the Company from a production model based on owning its own facilities to an asset-light model. By outsourcing manufacturing to an EMS partner with specialized expertise and a global production network, the Company aims to reduce costs, capital expenditure requirements, inventories, working capital and interest expense, thereby improving profitability and capital efficiency. EDMI will also concentrate its management resources on areas of competitive advantage, including products, software, edge intelligence and grid solutions.

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Notice Regarding the Transfer of a Consolidated Subsidiary (Share Transfer) to Improve Capital Efficiency and Optimize the Production Structure Through an Asset-Light Strategy | Osaki Electric Co.,Ltd. (6644) timely disclosure | Komori