Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
2059
¥ millionWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterparty (target company)JAPAN RESISTOR MFG. CO.,LTD.
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.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
Manufacture and sale of electronic components, primarily resistors, potentiometers, hybrid ICs and electronic equipment
Location Nanto City, Toyama PrefectureShare capital ¥724.4 million (as of 30 June 2026)Date of incorporation 21 May 1943
Net Sales¥5,906 million (fiscal year ended December 2025)
Operating profit¥110 million loss (fiscal year ended December 2025)
Net income for the current fiscal year¥377 million loss (fiscal year ended December 2025)
Net assets¥1,655 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥2,059 million
Expenses other than the acquisition priceAdvisory and other expenses are not included (amount not stated)
Type of ConsiderationCash
Tender offer price¥1,901 per common share
Minimum number of shares to be purchased618,700 shares
Tender offer period18 September 2026 to 5 November 2026 (30 business days)
Impact on Business Performance
The impact of the change in subsidiary resulting from the tender offer on the current fiscal year's earnings forecast is currently under review.
Procedures and assumptions
Management structure after acquisitionSqueeze-out procedures are scheduled to be carried out to make the tender offeror the sole shareholder of the target company and make the target company a wholly owned subsidiary. The corporate name, representative and treatment of employees have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | JAPAN RESISTOR MFG. CO.,LTD. |
| Name of the Subject Company | JAPAN RESISTOR MFG. CO.,LTD. |
| Business Description of the Subject Company | Manufacture and sale of electronic components, primarily resistors, potentiometers, hybrid ICs and electronic equipment |
| Location of the Subject Company | Nanto City, Toyama Prefecture |
| Capital Stock of the Subject Company | ¥724.4 million (as of 30 June 2026) |
| Date of Establishment of the Subject Company | 21 May 1943 |
| Net Sales of the Subject Company | ¥5,906 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥110 million loss (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥377 million loss (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥1,655 million (fiscal year ended December 2025) |
| Acquisition price | ¥2,059 million |
| Expenses other than the acquisition price | Advisory and other expenses are not included (amount not stated) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,901 per common 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 | 1,083,273 shares, representing 10,832 voting rights |
| Voting rights ownership percentage | Before ―％ → after 87.55％ |
| Impact on Business Performance | The impact of the change in subsidiary resulting from the tender offer on the current fiscal year's earnings forecast is currently under review. |
| Date of board resolution | 17 September 2026 |
| Execution Date / Effective Date | 12 November 2026 (scheduled; the start date for settlement of this tender offer) |
| Management structure after acquisition | Squeeze-out procedures are scheduled to be carried out to make the tender offeror the sole shareholder of the target company and make the target company a wholly owned subsidiary. The corporate name, representative and treatment of employees have not been disclosed. |
Items this document does not state (10)
Merger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Executionanswers
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.As a result of the tender offer, the target company is scheduled to become the tender offeror's consolidated subsidiary as of 12 November 2026. To make the target company a wholly owned subsidiary, squeeze-out procedures are scheduled to be carried out promptly after settlement is completed.
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