Decision and Details
An absorption-type company split under which the rights and obligations held in connection with the business operated by the Device & Module Solutions Company will be transferred to the successor company
The transaction is an absorption-type company split between wholly owned parent and subsidiary companies, and the successor company's flexible capital policy after the effective date was taken into consideration
No situation is currently anticipated that would impede the performance of the obligations of either the splitting company or the successor company after the absorption-type company split. Impact on the earnings forecast: Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type company split under which the rights and obligations held in connection with the business operated by the Device & Module Solutions Company will be transferred to the successor company |
| Decision Date | 30 March 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 July 2026 (scheduled effective date) |
| Amount | Assets subject to transfer: ¥60,196 million; liabilities subject to transfer: ¥14,288 million; OMRON's assets: ¥589,968 million; liabilities: ¥331,832 million; OMRON Device Corporation's stated capital: ¥10,000,000 |
| Quantity / scale | 100 shares of OMRON Device Corporation's common stock will be allotted as consideration |
| Impact on Business Performance | No situation is currently anticipated that would impede the performance of the obligations of either the splitting company or the successor company after the absorption-type company split. Impact on the earnings forecast: Not disclosed. |
| Reason | The transaction is an absorption-type company split between wholly owned parent and subsidiary companies, and the successor company's flexible capital policy after the effective date was taken into consideration |
| Governing Rule | Companies Act, Article 782, Paragraph 1; Article 794, Paragraph 1; Article 758, Items 5, 6 and 8; Ordinance for Enforcement of the Companies Act, Articles 183 and 192; Ordinance on Company Accounting; Electronic Disclosure for Investors' NETwork (EDINET), the electronic disclosure system for disclosure documents such as annual securities reports under the Financial Instruments and Exchange Act |
| Future plans | The absorption-type company split is scheduled to become effective on 1 July 2026. If any disclosed information changes, the revised information will be disclosed. |
Items this document does not state (3)
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 this is an absorption-type company split between the splitting company and the successor company, which are wholly owned parent and subsidiary companies, the terms of the consideration were deemed appropriate. In addition, the increase in the successor company's stated capital and capital reserves was determined in accordance with the Ordinance on Company Accounting, taking into account the successor company's flexible capital policy after the effective date.