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M&A and Subsidiary Changes6728ULVAC, Inc.Electrical Equipment and Precision Instruments

Notice Concerning the Execution of a Business Integration Agreement and Other Agreements and the Change in a Consolidated Subsidiary (Transfer of Equity Interest)

The Company plans to transfer all equity interests in its consolidated subsidiary 愛発科電子材料(蘇州)有限公司 to a joint venture and remove the company from the consolidated group. The Company subsequently plans to invest in the joint venture and expects to record a gain on the sale of approximately ¥7.8 billion in connection with the transfer.

Worth reading
60In 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
78
¥ hundred million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This equity interest transfer (this business integration)
Counterparty北京豊科晶晟電子材料有限公司 (the joint venture), 北京豊科芯創株式投資基金センター (limited partnership), 北京芯創智造二期創業投資基金 (limited partnership), 寧波江豊電子材料股份有限公司
Disclosing companyULVAC, Inc.
愛発科電子材料(蘇州)有限公司Subject of this transactionNumber of shares acquired All equity interests (number of shares and voting rights: Not disclosed)Voting rights ownership percentage Before 100% (indirect ownership: 77.9%) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Development, production and sale of FPD sputtering targets and related activities

Location Suzhou Industrial Park, Jiangsu Province, People's Republic of ChinaShare capital US$24,390,000Date of incorporation 9 April 2009
Net SalesRMB 472,864 thousand (fiscal year ending December 2025)
Operating profitRMB 48,835 thousand (fiscal year ending December 2025)
Net income for the current fiscal yearRMB 42,451 thousand (fiscal year ending December 2025)
Net assetsRMB 227,118 thousand (fiscal year ending December 2025)
Consideration and expenses
Acquisition priceThe transfer price for the equity interests has not been disclosed at the request of the transfer counterparties.
Amount of extraordinary income (loss)Gain on sale of investments in affiliates: approximately ¥7.8 billion (fiscal year ending June 2026)
Impact on Business Performance

The Company expects to record a gain on the sale of investments in affiliates of approximately ¥7.8 billion as extraordinary income in its consolidated financial statements for the fiscal year ending June 2026. This gain is reflected in the Company's earnings forecast for the fiscal year ending June 2026.

Procedures and assumptions
Management structure after acquisition豊科芯創 will become the controlling shareholder of the joint venture, transitioning to a joint venture structure with the fund and KFMI as local partners in China. Following the transfer of the equity interests, the Company plans to invest in the joint venture. The target company's corporate name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis equity interest transfer (this business integration)
Counterparty name北京豊科晶晟電子材料有限公司 (the joint venture), 北京豊科芯創株式投資基金センター (limited partnership), 北京芯創智造二期創業投資基金 (limited partnership), 寧波江豊電子材料股份有限公司
Name of the Subject Company愛発科電子材料(蘇州)有限公司
Business Description of the Subject CompanyDevelopment, production and sale of FPD sputtering targets and related activities
Location of the Subject CompanySuzhou Industrial Park, Jiangsu Province, People's Republic of China
Capital Stock of the Subject CompanyUS$24,390,000
Date of Establishment of the Subject Company9 April 2009
Net Sales of the Subject CompanyRMB 472,864 thousand (fiscal year ending December 2025)
Operating Profit of the Subject CompanyRMB 48,835 thousand (fiscal year ending December 2025)
Net Income of the Subject CompanyRMB 42,451 thousand (fiscal year ending December 2025)
Net Assets of the Subject CompanyRMB 227,118 thousand (fiscal year ending December 2025)
Acquisition priceThe transfer price for the equity interests has not been disclosed at the request of the transfer counterparties.
Number of shares acquiredAll equity interests (number of shares and voting rights: Not disclosed)
Voting rights ownership percentageBefore 100% (indirect ownership: 77.9%) (after not disclosed)
Amount of extraordinary income (loss)Gain on sale of investments in affiliates: approximately ¥7.8 billion (fiscal year ending June 2026)
Impact on Business PerformanceThe Company expects to record a gain on the sale of investments in affiliates of approximately ¥7.8 billion as extraordinary income in its consolidated financial statements for the fiscal year ending June 2026. This gain is reflected in the Company's earnings forecast for the fiscal year ending June 2026.
Date of board resolution12 May 2026
Contract Date16 May 2026 (scheduled) (MFA)
Execution Date / Effective DateMay–June 2026 (scheduled) (execution date of the transfer of equity interests in the consolidated subsidiary)
Management structure after acquisition豊科芯創 will become the controlling shareholder of the joint venture, transitioning to a joint venture structure with the fund and KFMI as local partners in China. Following the transfer of the equity interests, the Company plans to invest in the joint venture. The target company's corporate name, representative and treatment of employees: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

In response to changes in the competitive environment in the Chinese market, the Company aims to improve business stability and medium- to long-term profitability by transitioning to a joint venture structure in which 豊科芯創 is the controlling shareholder, consolidating management resources and enabling faster decision-making.

How to read this page

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Notice Concerning the Execution of a Business Integration Agreement and Other Agreements and the Change in a Consolidated Subsidiary (Transfer of Equity Interest) | ULVAC, Inc. (6728) timely disclosure | Komori