Worth reading
72In 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
1901
¥ per shareWording
Definitive
How definitive the wording is.This transaction
This tender offerCounterpartyJAPAN RESISTOR MFG. CO.,LTD., Kimura Jun (木村準), Imai Yoshinori (今井芳範)
Disclosing companyFerrotec Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution17 September 2026
Contract Date17 September 2026
Target company
The manufacture and sale of electronic components, including resistors, potentiometers, hybrid ICs and electronic equipment, is its principal business.
Location Toyama PrefectureDate of incorporation May 1943
Net Sales¥5,905 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥1,901 per share (total amount not disclosed)
Type of ConsiderationCash
Tender offer price¥1,901 per ordinary share
Minimum number of shares to be purchased618,700 shares
Tender offer period18 September 2026 to 5 November 2026 (30 business days)
Amount of extraordinary income (loss)The disclosure states that a special loss was recorded for the fiscal year ended December 2025, but does not state the amount.
Procedures and assumptions
Valuation methodologyMarket price method, market price benchmark method, comparable company analysis and discounted cash flow method (DCF method)
Independent valuation institutionDeloitte Tohmatsu LLC and Mizuho Securities Co., Ltd.
Special CommitteeEstablished. The committee consists of 4 members: an outside director and independent officer of the target company, 2 outside Audit & Supervisory Board Members, and a certified tax accountant/external expert.
Conditions Precedent to ExecutionThe total number of tendered share certificates and other securities must be at least the minimum number planned for purchase, 618,700 shares. If the number is below the minimum, none of the tendered share certificates and other securities will be purchased.
Management structure after acquisitionThe target company is expected to become a wholly owned subsidiary. The specific management structure has not been determined and will be decided through discussions after completion of the tender offer. The policy is not to unfairly worsen employees’ employment conditions or treatment and to maintain and strengthen the human resources base. No change of corporate name is mentioned.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | JAPAN RESISTOR MFG. CO.,LTD., Kimura Jun (木村準), Imai Yoshinori (今井芳範) |
| Name of the Subject Company | JAPAN RESISTOR MFG. CO.,LTD. |
| Business Description of the Subject Company | The manufacture and sale of electronic components, including resistors, potentiometers, hybrid ICs and electronic equipment, is its principal business. |
| Location of the Subject Company | Toyama Prefecture |
| Date of Establishment of the Subject Company | May 1943 |
| Net Sales of the Subject Company | ¥5,905 million (fiscal year ended December 2025) |
| Acquisition price | ¥1,901 per share (total amount not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,901 per ordinary share |
| Minimum number of shares to be purchased | 618,700 shares |
| Tender offer period | 18 September 2026 to 5 November 2026 (30 business days) |
| Number of shares acquired | The minimum number of shares planned for purchase is 618,700 shares, equivalent to 6,187 voting rights. The actual number of shares to be acquired has not been determined because the tender offer has not yet commenced. |
| Voting rights ownership percentage | Before 0% → after 50.27% |
| Amount of extraordinary income (loss) | The disclosure states that a special loss was recorded for the fiscal year ended December 2025, but does not state the amount. |
| Date of board resolution | 17 September 2026 |
| Contract Date | 17 September 2026 |
| Valuation methodology | Market price method, market price benchmark method, comparable company analysis and discounted cash flow method (DCF method) |
| Independent valuation institution | Deloitte Tohmatsu LLC and Mizuho Securities Co., Ltd. |
| Special Committee | Established. The committee consists of 4 members: an outside director and independent officer of the target company, 2 outside Audit & Supervisory Board Members, and a certified tax accountant/external expert. |
| Conditions Precedent to Execution | The total number of tendered share certificates and other securities must be at least the minimum number planned for purchase, 618,700 shares. If the number is below the minimum, none of the tendered share certificates and other securities will be purchased. |
| Management structure after acquisition | The target company is expected to become a wholly owned subsidiary. The specific management structure has not been determined and will be decided through discussions after completion of the tender offer. The policy is not to unfairly worsen employees’ employment conditions or treatment and to maintain and strengthen the human resources base. No change of corporate name is mentioned. |
Items this document does not state (10)
Capital Stock of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountImpact on Business PerformanceExecution Date / Effective Date
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 aim is to create synergies, including expanding overseas sales, automating production and jointly developing high-value-added products, by combining JAPAN RESISTOR MFG. CO.,LTD.’s technological capabilities and customisation capabilities in electronic components with the Ferrotec Group’s overseas sales network, production-efficiency expertise and financial resources. The target company’s challenges, including an aging management team, the absence of a successor and losses for 2 consecutive fiscal years, are also cited as background factors.
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