Worth reading
57In 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
930
¥ million (transfer price)Wording
Conditional
How definitive the wording is.This transaction
This transfer (share transfer)CounterpartySONOCOM CO.,LTD.
Disclosing companyMaxell,Ltd.
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.
Target company
Manufacture and sale of precision electroforming products
Location Fukuchi, Tagawa District, Fukuoka PrefectureShare capital ¥10 millionDate of incorporation Early April 2026 (scheduled)
Net Sales¥2,175 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥930 million (the price may be adjusted based on working capital, including current assets and liabilities, as of the transfer date)
Type of ConsiderationCash (transfer price: ¥930 million)
Impact on Business Performance
The impact of this transfer on the company's consolidated results for the fiscal year ending March 2026 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionFollowing the establishment of the new company, the business is scheduled to be transferred to the new company through an absorption-type company split, after which SONOCOM CO.,LTD. is scheduled to acquire 100% of the shares in the new company. Conditions such as regulatory approvals are not disclosed.
Management structure after acquisitionThe new company's name will be 株式会社ノア, and its representative director and president will be Kunimasu Toshio (國増俊男). After the business is transferred to the new company, SONOCOM CO.,LTD. is scheduled to acquire 100% of the shares in the new company. The company name change and employee treatment are not disclosed.
| Item | Details |
|---|---|
| Transaction name | This transfer (share transfer) |
| Counterparty name | SONOCOM CO.,LTD. |
| Name of the Subject Company | 株式会社ノア |
| Business Description of the Subject Company | Manufacture and sale of precision electroforming products |
| Location of the Subject Company | Fukuchi, Tagawa District, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | Early April 2026 (scheduled) |
| Net Sales of the Subject Company | ¥2,175 million (fiscal year ended March 2025) |
| Acquisition price | ¥930 million (the price may be adjusted based on working capital, including current assets and liabilities, as of the transfer date) |
| Type of Consideration | Cash (transfer price: ¥930 million) |
| Number of shares acquired | 1 share (voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 100％ → after 0％ |
| Impact on Business Performance | The impact of this transfer on the company's consolidated results for the fiscal year ending March 2026 will be immaterial. |
| Date of board resolution | 27 March 2026 |
| Contract Date | 27 March 2026 |
| Execution Date / Effective Date | July 2026 (予定) |
| Conditions Precedent to Execution | Following the establishment of the new company, the business is scheduled to be transferred to the new company through an absorption-type company split, after which SONOCOM CO.,LTD. is scheduled to acquire 100% of the shares in the new company. Conditions such as regulatory approvals are not disclosed. |
| Management structure after acquisition | The new company's name will be 株式会社ノア, and its representative director and president will be Kunimasu Toshio (國増俊男). After the business is transferred to the new company, SONOCOM CO.,LTD. is scheduled to acquire 100% of the shares in the new company. The company name change and employee treatment are not disclosed. |
Items this document does not state (14)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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.This is part of a portfolio transformation initiative to shift management resources to growth businesses based on the growth potential and profitability of existing businesses. The company determined that transferring the EF2 business to SONOCOM CO.,LTD. would enable the business to develop further and accelerate the portfolio transformation.
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