Komori
M&A and Subsidiary Changes6703Oki Electric Industry Company,LimitedElectrical Equipment and Precision Instruments

Notice Regarding the Execution of a Business Integration Agreement and Other Agreements with Hitachi,Ltd. Involving a Company Split (Simplified Absorption-Type Company Split), and the Change in a Consolidated Subsidiary (Acquisition)

沖電気工業 will transfer its development and production business for automated equipment, including ATMs, to 日立チャネルソリューションズ株式会社 and acquire a portion of the latter's shares from Hitachi,Ltd., thereby forming a joint venture with Hitachi,Ltd. Following the transaction, the expected ownership ratio will be 60% for 沖電気工業 and 40% for Hitachi,Ltd.

Worth reading
63In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
80334
¥ million (sales of the transferred business for the fiscal year ended March 2025)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This business integration (this absorption-type company split and this share acquisition)
CounterpartyHitachi,Ltd.
Disclosing companyOki Electric Industry Company,Limited
Hitachi Channel Solutions, Corp.Voting rights ownership percentageNumber of shares acquired To be determined (number of voting rights: to be determined)

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.White points represent dates designated as scheduled dates in the document.
Contract DateUndecided
Target company

Planning, development, design, manufacture, sale and servicing of ATMs and other information equipment

Location Shinagawa Ward, TokyoShare capital ¥8,500 millionDate of incorporation 1 October 2004
Consideration and expenses
Acquisition priceUndecided
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): To be determined
Type of ConsiderationMixed consideration (allocation and delivery of common shares in the joint venture pursuant to the absorption-type company split, and cash for the share acquisition)
Impact on Business Performance

The business integration, absorption-type company split and share acquisition will have no impact on 沖電気工業's consolidated results for the fiscal year ending March 2026.

Procedures and assumptions
Valuation methodologyThe parties held sincere discussions, taking into comprehensive consideration the earnings performance and future outlook of the business concerned.
Independent valuation institutionNo third-party valuation has been obtained (no valuation agency)
Conditions Precedent to ExecutionAll procedures under competition laws in Japan and other countries or regions, including notification procedures and obtaining clearance, as well as notification and other procedures under foreign investment regulations, have been completed, and no event has occurred or come to light that would have a material adverse effect on the assets, business, financial condition, operating results, cash flows or other value of the business subject to the transaction, among other conditions.
Management structure after acquisitionThe joint venture is expected to provide one-stop services ranging from the provision of automated equipment, including ATMs, to related services. The name, location, title and name of the representative, and stated capital after the absorption-type company split have not been finalized as of now. The treatment of employees is Not disclosed.
This transaction
ItemDetails
Transaction nameThis business integration (this absorption-type company split and this share acquisition)
Counterparty nameHitachi,Ltd.
Name of the Subject CompanyHitachi Channel Solutions, Corp.
Business Description of the Subject CompanyPlanning, development, design, manufacture, sale and servicing of ATMs and other information equipment
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥8,500 million
Date of Establishment of the Subject Company1 October 2004
Acquisition priceUndecided
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): To be determined
Type of ConsiderationMixed consideration (allocation and delivery of common shares in the joint venture pursuant to the absorption-type company split, and cash for the share acquisition)
Number of shares acquiredTo be determined (number of voting rights: to be determined)
Voting rights ownership percentageBefore 0% → after 60%
Impact on Business PerformanceThe business integration, absorption-type company split and share acquisition will have no impact on 沖電気工業's consolidated results for the fiscal year ending March 2026.
Date of board resolution26 March 2026
Contract DateUndecided
Execution Date / Effective Date1 October 2026 or another date to be separately determined (予定)
Valuation methodologyThe parties held sincere discussions, taking into comprehensive consideration the earnings performance and future outlook of the business concerned.
Independent valuation institutionNo third-party valuation has been obtained (no valuation agency)
Conditions Precedent to ExecutionAll procedures under competition laws in Japan and other countries or regions, including notification procedures and obtaining clearance, as well as notification and other procedures under foreign investment regulations, have been completed, and no event has occurred or come to light that would have a material adverse effect on the assets, business, financial condition, operating results, cash flows or other value of the business subject to the transaction, among other conditions.
Management structure after acquisitionThe joint venture is expected to provide one-stop services ranging from the provision of automated equipment, including ATMs, to related services. The name, location, title and name of the representative, and stated capital after the absorption-type company split have not been finalized as of now. The treatment of employees is Not disclosed.
Items this document does not state (12)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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.

To respond to changes in ATM and store operations resulting from the spread of cashless payments and the declining birthrate and aging population, and to combine the two companies' expertise in solving customer issues, product development technologies and manufacturing capabilities in order to provide high-value-added products and services and pursue business growth in Japan and overseas.

How to read this page

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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 Regarding the Execution of a Business Integration Agreement and Other Agreements with Hitachi,Ltd. Involving a Company Split (Simplified Absorption-Type Company Split), and the Change in a Consolidated Subsidiary (Acquisition) | Oki Electric Industry Company,Limited (6703) timely disclosure | Komori