Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
10
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
The Transaction (the Absorption-Type Company Split and the Share Transfer)CounterpartyKYOCERA CORPORATION
Disclosing companyUSHIO INC.
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
Manufacture and sale of semiconductor laser device products
Location To be determinedShare capital To be determinedDate of incorporation December 2026 (scheduled)
Net SalesBusiness in question: ¥3,394 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥1 billion (the final transfer price may change based on the price adjustment stipulated in the share transfer agreement)
Type of ConsiderationCash (transfer price: ¥1 billion)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 will be immaterial.
Procedures and assumptions
Management structure after acquisitionThe name, location and representative of the newly established company following the absorption-type company split have not been decided. Its business will be the manufacture and sale of semiconductor laser device products, its capital is undecided, and its fiscal year-end will be 31 March. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | The Transaction (the Absorption-Type Company Split and the Share Transfer) |
| Counterparty name | KYOCERA CORPORATION |
| Name of the Subject Company | Newly established company (name undecided) |
| Business Description of the Subject Company | Manufacture and sale of semiconductor laser device products |
| Location of the Subject Company | To be determined |
| Capital Stock of the Subject Company | To be determined |
| Date of Establishment of the Subject Company | December 2026 (scheduled) |
| Net Sales of the Subject Company | Business in question: ¥3,394 million (fiscal year ended March 2025) |
| Acquisition price | ¥1 billion (the final transfer price may change based on the price adjustment stipulated in the share transfer agreement) |
| Type of Consideration | Cash (transfer price: ¥1 billion) |
| Number of shares acquired | All issued shares (number of shares undecided; voting interest: 100%) |
| Voting rights ownership percentage | Before 100% → after 0% |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | Effective date of the absorption-type company split: April 2027 (scheduled); completion date of the share transfer: April 2027 (scheduled) |
| Management structure after acquisition | The name, location and representative of the newly established company following the absorption-type company split have not been decided. Its business will be the manufacture and sale of semiconductor laser device products, its capital is undecided, and its fiscal year-end will be 31 March. Treatment of employees: Not disclosed |
Items this document does not state (15)
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 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.Following discussions after receiving a proposal from KYOCERA CORPORATION to collaborate on the business in question, the Company aims to improve capital efficiency and optimize its business portfolio in line with its 2024 growth strategy, “Revive Vision 2030.” As background, the Company cites structural changes in semiconductor demand driven by generative AI, a prolonged downturn in market conditions for general-purpose semiconductors, and expanding demand for high-power lasers in the medical and sensing fields.
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