Worth reading
79Important
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
13716
¥ millions (assets of the business to be transferred, as of 31 March 2025)Wording
Conditional
How definitive the wording is.Decision and Details
Absorption-type company split relating to the medical equipment business
Decision24 February 2026 (the date of the pre-closing disclosure document; the absorption-type company split agreement was executed on 17 December 2025)
Period CoveredFrom 1 April 2026 onward (after the split becomes effective)
Implementation1 April 2026 at 00:00 (scheduled effective date)
Going forwardThe absorption-type company split and the transfer of shares in 株式会社医用機器事業分割準備会社 are scheduled to become effective on 1 April 2026. As of the effective date, the terms may be amended by mutual consultation between the parties in light of the progress of the procedures and other factors, and the terms may be changed or the agreement terminated if certain events occur.
AmountAssets of the business to be transferred: ¥13,716 million; liabilities: ¥2,566 million (as of 31 March 2025); assets of the successor company at incorporation: ¥95 million; liabilities: ¥0 (as of 25 September 2025); 日本電子 assets: ¥186,501 million; liabilities: ¥62,220 million (as of 31 March 2025); consideration for the split: ¥0
Quantity / scaleAssets, liabilities, contracts, intellectual property, employment-related contractual status, permits and licenses, and other items relating to the medical equipment business; the disposal of 120,000 treasury shares and the acquisition of 2,500,100 shares in total (maximum) are described as related prior events.
Reason
Because the successor company is a wholly owned subsidiary of 日本電子, which holds all of its issued shares, the successor company will not pay shares, cash or any other consideration. Other purposes or background of the split are Not disclosed.
Impact on Business Performance
At present, no circumstances are anticipated that would impede 日本電子 or the successor company from fulfilling their obligations after the split, and the assets of both the business to be transferred and the successor company are expected to sufficiently exceed their liabilities. The amount of the impact on the earnings forecast is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split relating to the medical equipment business |
| Decision Date | 24 February 2026 (the date of the pre-closing disclosure document; the absorption-type company split agreement was executed on 17 December 2025) |
| Implementation Date | 1 April 2026 at 00:00 (scheduled effective date) |
| Period Covered | From 1 April 2026 onward (after the split becomes effective) |
| Amount | Assets of the business to be transferred: ¥13,716 million; liabilities: ¥2,566 million (as of 31 March 2025); assets of the successor company at incorporation: ¥95 million; liabilities: ¥0 (as of 25 September 2025); 日本電子 assets: ¥186,501 million; liabilities: ¥62,220 million (as of 31 March 2025); consideration for the split: ¥0 |
| Quantity / scale | Assets, liabilities, contracts, intellectual property, employment-related contractual status, permits and licenses, and other items relating to the medical equipment business; the disposal of 120,000 treasury shares and the acquisition of 2,500,100 shares in total (maximum) are described as related prior events. |
| Impact on Business Performance | At present, no circumstances are anticipated that would impede 日本電子 or the successor company from fulfilling their obligations after the split, and the assets of both the business to be transferred and the successor company are expected to sufficiently exceed their liabilities. The amount of the impact on the earnings forecast is Not disclosed. |
| Reason | Because the successor company is a wholly owned subsidiary of 日本電子, which holds all of its issued shares, the successor company will not pay shares, cash or any other consideration. Other purposes or background of the split are Not disclosed. |
| Governing Rule | Article 782, paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; Article 21 of the Companies Act (contractual provisions concerning the duty not to compete) |
| Related previous disclosures | Absorption-type company split agreement dated 17 December 2025; share transfer agreement with Sysmex Corporation dated 2 September 2025; decision to construct a new building at the Akishima Head Office Plant made at the Board of Directors meeting held on 28 May 2025; distribution of surplus that took effect on 27 June 2025; decision to make an additional contribution to the stock compensation trust and dispose of treasury shares made at the Board of Directors meeting held on 14 November 2025; decision to acquire treasury shares through a tender offer made at the Board of Directors meeting held on 2 February 2026 |
| Future plans | The absorption-type company split and the transfer of shares in 株式会社医用機器事業分割準備会社 are scheduled to become effective on 1 April 2026. As of the effective date, the terms may be amended by mutual consultation between the parties in light of the progress of the procedures and other factors, and the terms may be changed or the agreement terminated if certain events occur. |
Items this document does not state (1)
Decision-Making Body
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 company has not stated the business purpose or background of the split. It has explained that the transaction is an absorption-type company split into a wholly owned subsidiary and that the successor company will not pay any consideration in connection with the split.
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