Worth reading
67In focus
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
81000
¥ millions (transferred business value)Wording
Conditional
How definitive the wording is.This transaction
The Transaction (the Absorption-Type Company Split and the Share Transfer)CounterpartyTCG2602 Co., Ltd. (an SPC to be established by Carlyle)
Disclosing companyOMRON Corporation
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 sale of electronic components and electrical machinery and equipment, and other businesses
Location Shimogyo-ku, Kyoto CityShare capital ¥10 million (undecided following the absorption-type company split)Date of incorporation 19 January 2026
Consideration and expenses
Acquisition price¥81 billion (transferred business value)
Impact on Business Performance
The details of the impact of the share transfer on consolidated results are currently under review.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the required clearances, approvals and permits under domestic and foreign competition laws and other applicable laws and regulations
Management structure after acquisitionThe successor company is scheduled to change its name to Aratas Co., Ltd., with Esaki Masahiko (江崎雅彦) as its representative director. OMRON plans to acquire a 5% interest in SPC 1 and indirectly hold 5% of the shares in the successor company. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | The Transaction (the Absorption-Type Company Split and the Share Transfer) |
| Counterparty name | TCG2602 Co., Ltd. (an SPC to be established by Carlyle) |
| Name of the Subject Company | オムロンデバイス株式会社 (scheduled to change its name to Aratas Co., Ltd. following the absorption-type company split) |
| Business Description of the Subject Company | Manufacture and sale of electronic components and electrical machinery and equipment, and other businesses |
| Location of the Subject Company | Shimogyo-ku, Kyoto City |
| Capital Stock of the Subject Company | ¥10 million (undecided following the absorption-type company split) |
| Date of Establishment of the Subject Company | 19 January 2026 |
| Acquisition price | ¥81 billion (transferred business value) |
| Number of shares acquired | All issued shares of the successor company (number of shares undecided) |
| Voting rights ownership percentage | Before 100％ → after 0% (direct ownership in the successor company) |
| Impact on Business Performance | The details of the impact of the share transfer on consolidated results are currently under review. |
| Date of board resolution | 30 March 2026 |
| Contract Date | 30 March 2026 |
| Execution Date / Effective Date | The effective date of the absorption-type company split is scheduled for 1 July 2026, and the execution date of the share transfer is scheduled for 1 October 2026. |
| Conditions Precedent to Execution | Completion of the required clearances, approvals and permits under domestic and foreign competition laws and other applicable laws and regulations |
| Management structure after acquisition | The successor company is scheduled to change its name to Aratas Co., Ltd., with Esaki Masahiko (江崎雅彦) as its representative director. OMRON plans to acquire a 5% interest in SPC 1 and indirectly hold 5% of the shares in the successor company. Employee treatment: Not disclosed |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.In the DMB business, expanding markets, including the EV market, and intensifying competition have made it necessary to invest more rapidly and on a larger scale than initially anticipated. OMRON determined that transferring the business to Carlyle would provide DMB with the optimal environment for growth, while also enabling OMRON to accelerate the restructuring of its business portfolio and the concentration of investment in its priority businesses.
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