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M&A and Subsidiary Changes6963ROHM COMPANY LIMITEDElectrical Equipment and Precision Instruments

Execution of a basic agreement to commence discussions on the business and management integration of the semiconductor business of 東芝デバイス&ストレージ株式会社 and the power device business of Mitsubishi Electric Corporation

ROHM entered into a basic agreement to commence full-scale discussions on the business and management integration of the semiconductor business of 東芝デバイス&ストレージ株式会社 and the power device business of Mitsubishi Electric Corporation. The specific transaction structure, consideration, timing of execution of the definitive agreements and effective date will be determined in due course.

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This transaction

The transaction (business integration with 東芝 and business integration with Mitsubishi)
CounterpartyToshiba Corporation, Japan Industrial Partners, Inc., TBJ Holdings Corporation, Mitsubishi Electric Corporation
Disclosing companyROHM COMPANY LIMITED
東芝デバイス&ストレージ株式会社 (semiconductor business) and Mitsubishi Electric Corporation (power device business)Subject of this transaction
Contract Date27 March 2026 (date of execution of this basic agreement)
Execution Date / Effective DateUndetermined (business integration with 東芝) / The business integration with Mitsubishi is undetermined
Target company

Semiconductor business and storage products business (東芝デバイス&ストレージ株式会社) / Manufacture and sale of various electrical machinery and equipment, electronically applied machinery and equipment, household electrical appliances, semiconductor devices, integrated circuits and other general machinery and equipment and components (Mitsubishi Electric Corporation)

Location 1 Komukai-Toshiba-cho, Saiwai-ku, Kawasaki, Kanagawa / 2-7-3 Marunouchi, Chiyoda-ku, TokyoShare capital ¥10,000 million (東芝デバイス&ストレージ株式会社) / ¥175,820 million (Mitsubishi Electric Corporation)Date of incorporation 1 July 2017 (business succession date) / 15 January 1921
Consideration and expenses
Acquisition priceNot determined as of the date hereof. The amount is expected to be determined by the time the definitive agreement (東芝) and definitive agreement (Mitsubishi) are executed, respectively.
Impact on Business Performance

The impact of the transaction on the Company's consolidated financial results for the fiscal year ending March 2026 is expected to be immaterial.

Procedures and assumptions
Valuation methodologyValuation of the relevant businesses (東芝) and (Mitsubishi) by an independent valuation institution
Conditions Precedent to ExecutionCompletion of the necessary clearances, approvals and licenses under competition law and other applicable laws and regulations
This transaction
ItemDetails
Transaction nameThe transaction (business integration with 東芝 and business integration with Mitsubishi)
Counterparty nameToshiba Corporation, Japan Industrial Partners, Inc., TBJ Holdings Corporation, Mitsubishi Electric Corporation
Name of the Subject Company東芝デバイス&ストレージ株式会社 (semiconductor business) and Mitsubishi Electric Corporation (power device business)
Business Description of the Subject CompanySemiconductor business and storage products business (東芝デバイス&ストレージ株式会社) / Manufacture and sale of various electrical machinery and equipment, electronically applied machinery and equipment, household electrical appliances, semiconductor devices, integrated circuits and other general machinery and equipment and components (Mitsubishi Electric Corporation)
Location of the Subject Company1 Komukai-Toshiba-cho, Saiwai-ku, Kawasaki, Kanagawa / 2-7-3 Marunouchi, Chiyoda-ku, Tokyo
Capital Stock of the Subject Company¥10,000 million (東芝デバイス&ストレージ株式会社) / ¥175,820 million (Mitsubishi Electric Corporation)
Date of Establishment of the Subject Company1 July 2017 (business succession date) / 15 January 1921
Acquisition priceNot determined as of the date hereof. The amount is expected to be determined by the time the definitive agreement (東芝) and definitive agreement (Mitsubishi) are executed, respectively.
Impact on Business PerformanceThe impact of the transaction on the Company's consolidated financial results for the fiscal year ending March 2026 is expected to be immaterial.
Contract Date27 March 2026 (date of execution of this basic agreement)
Execution Date / Effective DateUndetermined (business integration with 東芝) / The business integration with Mitsubishi is undetermined
Valuation methodologyValuation of the relevant businesses (東芝) and (Mitsubishi) by an independent valuation institution
Conditions Precedent to ExecutionCompletion of the necessary clearances, approvals and licenses under competition law and other applicable laws and regulations
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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.

To strengthen international competitiveness in light of semiconductor market conditions and the business environment, establish a business scale and technological foundation capable of competing in global markets, and maximize the value of the integrated business entity.

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Execution of a basic agreement to commence discussions on the business and management integration of the semiconductor business of 東芝デバイス&ストレージ株式会社 and the power device business of Mitsubishi Electric Corporation | ROHM COMPANY LIMITED (6963) timely disclosure | Komori