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M&A and Subsidiary Changes6905COSEL CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company plans to transfer all shares of its consolidated subsidiary Powerbox International AB to SCUR-Alpha 820 GmbH and remove Powerbox International AB from the scope of consolidation. Following the share transfer, transactions involving the sale of the Company's products, the purchase of products from Powerbox International AB, and loan receivables are expected to continue.

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This transaction

Share transfer
CounterpartySCUR-Alpha 820 GmbH
Disclosing companyCOSEL CO.,LTD.
Powerbox International ABVoting rights ownership percentage

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.
Target company

Power supply design, development, production and sales

Location Stockholm, SwedenShare capital SEK 27,659 thousandDate of incorporation September 1974
Net SalesSEK 349,163 thousand (fiscal year ended April 2025)
Operating profitOperating loss of SEK 16,731 thousand (fiscal year ended April 2025)
Net income for the current fiscal yearNet loss of SEK 28,706 thousand (fiscal year ended April 2025)
Net assetsNet assets of SEK 121,865 thousand (fiscal year ended April 2025)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations.
Type of ConsiderationCash
Impact on Business Performance

The impact of this share transfer on consolidated results for the fiscal year ending May 2026 is currently under review and is scheduled to be disclosed when the Company announces its results for the fiscal year ending May 2026.

Procedures and assumptions
Management structure after acquisitionThe target company's business is expected to continue and develop under the transferee. Following the share transfer, transactions involving the sale of the Company's products, the purchase of the target company's products, and loan receivables are expected to continue. The trade name, representative, and treatment of employees: Not disclosed.
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameSCUR-Alpha 820 GmbH
Name of the Subject CompanyPowerbox International AB
Business Description of the Subject CompanyPower supply design, development, production and sales
Location of the Subject CompanyStockholm, Sweden
Capital Stock of the Subject CompanySEK 27,659 thousand
Date of Establishment of the Subject CompanySeptember 1974
Net Sales of the Subject CompanySEK 349,163 thousand (fiscal year ended April 2025)
Operating Profit of the Subject CompanyOperating loss of SEK 16,731 thousand (fiscal year ended April 2025)
Net Income of the Subject CompanyNet loss of SEK 28,706 thousand (fiscal year ended April 2025)
Net Assets of the Subject CompanyNet assets of SEK 121,865 thousand (fiscal year ended April 2025)
Acquisition priceNot disclosed due to confidentiality obligations.
Type of ConsiderationCash
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact of this share transfer on consolidated results for the fiscal year ending May 2026 is currently under review and is scheduled to be disclosed when the Company announces its results for the fiscal year ending May 2026.
Date of board resolution20 May 2026
Contract Date20 May 2026
Execution Date / Effective DateAugust 2026 (scheduled)
Management structure after acquisitionThe target company's business is expected to continue and develop under the transferee. Following the share transfer, transactions involving the sale of the Company's products, the purchase of the target company's products, and loan receivables are expected to continue. The trade name, representative, and treatment of employees: Not disclosed.
Items this document does not state (13)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

After comprehensively considering the target company's business environment, the need for growth investment, the business portfolio of the Company Group as a whole, and capital efficiency, the Company determined that continuing and developing the target company's business under the transferee would be the best choice for enhancing the corporate value of the Company Group.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Change in Consolidated Subsidiary (Share Transfer) | COSEL CO.,LTD. (6905) timely disclosure | Komori