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M&A and Subsidiary Changes6645OMRON CorporationElectrical Equipment and Precision Instruments

Notice Regarding the Agreement to Acquire U.S.-Based OnLogic and Its Parent Company (Interlogic, Inc.), Which Develop, Manufacture and Sell Industrial PCs

OMRON has agreed to acquire Interlogic, Inc. of the United States and its group, including industrial PC manufacturer OnLogic, Inc., through a reverse triangular merger using a U.S. subsidiary. Following the acquisition, Interlogic will become a wholly owned subsidiary of OMRON and OnLogic will become an indirect subsidiary.

Worth reading
63In 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
675
US$ millions (enterprise value basis)
Wording
Conditional
How definitive the wording is.

This transaction

The acquisition
CounterpartyRoeland Groeneveld (founder), Lisa Groeneveld (founder), 167 officer and employee shareholders
Disclosing companyOMRON Corporation
Interlogic, Inc., OnLogic, Inc.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.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

A holding company that holds shares in subsidiaries including OL, Design, development, manufacture and sale of industrial computers

Location South Burlington, Vermont, USAShare capital US$3.966 million (as of 31 December 2025)Date of incorporation 2010 (Interlogic, Inc.) / 2003 (OnLogic, Inc.)
Net SalesUS$154.2 million (fiscal year ended 31 December 2025)
Net assetsUS$70.1 million (fiscal year ended 31 December 2025)
Consideration and expenses
Acquisition priceUS$675 million (enterprise value basis; approximately ¥104.6 billion at ¥155 to the dollar)
Type of ConsiderationCash, primarily funded from available cash on hand
Funding arrangementsCash, primarily funded from available cash on hand
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is expected to be minor.

Procedures and assumptions
Conditions Precedent to ExecutionThe necessary approvals and other authorisations are obtained from the relevant authorities, and the other conditions precedent specified in the definitive agreement are satisfied.
Management structure after acquisitionOL will be operated as an independent business within the OMRON Group, while maintaining its direct-sales model for customers and the "OnLogic" brand. The existing management team, including current CEO Sean Larkin, is expected to continue overseeing the business. Employee treatment: not disclosed.
This transaction
ItemDetails
Transaction nameThe acquisition
Counterparty nameRoeland Groeneveld (founder), Lisa Groeneveld (founder), 167 officer and employee shareholders
Name of the Subject CompanyInterlogic, Inc., OnLogic, Inc.
Business Description of the Subject CompanyA holding company that holds shares in subsidiaries including OL, Design, development, manufacture and sale of industrial computers
Location of the Subject CompanySouth Burlington, Vermont, USA
Capital Stock of the Subject CompanyUS$3.966 million (as of 31 December 2025)
Date of Establishment of the Subject Company2010 (Interlogic, Inc.) / 2003 (OnLogic, Inc.)
Net Sales of the Subject CompanyUS$154.2 million (fiscal year ended 31 December 2025)
Net Assets of the Subject CompanyUS$70.1 million (fiscal year ended 31 December 2025)
Acquisition priceUS$675 million (enterprise value basis; approximately ¥104.6 billion at ¥155 to the dollar)
Type of ConsiderationCash, primarily funded from available cash on hand
Voting rights ownership percentageAfter 100% (before not disclosed)
Funding arrangementsCash, primarily funded from available cash on hand
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is expected to be minor.
Date of board resolution10 October 2026, Japan time
Contract Date10 October 2026, Japan time
Execution Date / Effective DateAround January 2027 (scheduled)
Conditions Precedent to ExecutionThe necessary approvals and other authorisations are obtained from the relevant authorities, and the other conditions precedent specified in the definitive agreement are satisfied.
Management structure after acquisitionOL will be operated as an independent business within the OMRON Group, while maintaining its direct-sales model for customers and the "OnLogic" brand. The existing management team, including current CEO Sean Larkin, is expected to continue overseeing the business. Employee treatment: not disclosed.
Items this document does not state (13)
Operating Profit of the Subject CompanyNet Income 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 acquiredGoodwill 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.

The company plans to enhance corporate value over the medium to long term by accelerating development of a physical AI platform combining OnLogic's industrial PCs with OMRON's high-precision control technology, pursuing cross-selling by leveraging OnLogic's customer base in the Americas and Europe, and developing solutions that combine sensing and robotics equipment with industrial PCs.

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Notice Regarding the Agreement to Acquire U.S.-Based OnLogic and Its Parent Company (Interlogic, Inc.), Which Develop, Manufacture and Sell Industrial PCs | OMRON Corporation (6645) timely disclosure | Komori