Worth reading
64In 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
95
¥ millionWording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterparty2 individual shareholders
Disclosing companyTAMURA CORPORATION
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
Development, design and manufacture of large transformers and reactors
Location Località Pianacci, 2/A, 52011 Bibbiena (AR), ItalyShare capital EUR 100 thousand (as of 31 December 2024)Date of incorporation 15 January 2014
Net SalesEUR 27,170 thousand (fiscal year ended December 2024)
Operating profitEUR 6,230 thousand (fiscal year ended December 2024)
Net income for the current fiscal yearEUR 4,628 thousand (fiscal year ended December 2024)
Net assetsEUR 11,887 thousand (fiscal year ended December 2024)
Consideration and expenses
Acquisition priceApproximately ¥9.5 billion (the acquisition price includes advisory fees and other expenses, and the final acquisition price may vary depending on the exchange rate used for conversion and other factors.)
Type of ConsiderationCash
Funding arrangementsThe acquisition is expected to be funded with cash on hand and borrowings.
Impact on Business Performance
The impact on the Company's financial results is currently under review. The Company will promptly disclose any matters requiring disclosure that arise in the future.
Procedures and assumptions
Conditions Precedent to ExecutionSubject to certain conditions (details not disclosed)
Management structure after acquisitionEMG is expected to serve as the TAMURA CORPORATION Group's core hub for medium-voltage dry-type transformer technology, responsible for design and development, manufacturing technology and technology transfer to the Group's various sites. Management will retain a 20% ownership interest. The company name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | 2 individual shareholders |
| Name of the Subject Company | EMG Power Electric S.r.l. |
| Business Description of the Subject Company | Development, design and manufacture of large transformers and reactors |
| Location of the Subject Company | Località Pianacci, 2/A, 52011 Bibbiena (AR), Italy |
| Capital Stock of the Subject Company | EUR 100 thousand (as of 31 December 2024) |
| Date of Establishment of the Subject Company | 15 January 2014 |
| Net Sales of the Subject Company | EUR 27,170 thousand (fiscal year ended December 2024) |
| Operating Profit of the Subject Company | EUR 6,230 thousand (fiscal year ended December 2024) |
| Net Income of the Subject Company | EUR 4,628 thousand (fiscal year ended December 2024) |
| Net Assets of the Subject Company | EUR 11,887 thousand (fiscal year ended December 2024) |
| Acquisition price | Approximately ¥9.5 billion (the acquisition price includes advisory fees and other expenses, and the final acquisition price may vary depending on the exchange rate used for conversion and other factors.) |
| Type of Consideration | Cash |
| Number of shares acquired | 120,000 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | After 80% (before not disclosed) |
| Funding arrangements | The acquisition is expected to be funded with cash on hand and borrowings. |
| Impact on Business Performance | The impact on the Company's financial results is currently under review. The Company will promptly disclose any matters requiring disclosure that arise in the future. |
| Date of board resolution | 25 June 2026 |
| Contract Date | 17 July 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Subject to certain conditions (details not disclosed) |
| Management structure after acquisition | EMG is expected to serve as the TAMURA CORPORATION Group's core hub for medium-voltage dry-type transformer technology, responsible for design and development, manufacturing technology and technology transfer to the Group's various sites. Management will retain a 20% ownership interest. The company name, representative and treatment of employees: Not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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 acquisition is intended to incorporate EMG's technological capabilities in medium-voltage, high-capacity transformers and reactors and strengthen the TAMURA CORPORATION Group's medium-voltage business. The companies plan to combine their technologies and global business platforms to increase flexibility in product development, manufacturing and customer support, and expand business opportunities in areas including railways, marine vessels, renewable energy and data centers.
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