Worth reading
77Important
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
4200
¥ million (estimated amount)Wording
Conditional
How definitive the wording is.This transaction
This transfer of equity interestsCounterparty大連成悦精密部件工業有限公司
Disclosing companyROHM COMPANY LIMITED
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution12 May 2026
Contract Date12 May 2026
Execution Date / Effective DateDuring 2026 (scheduled)
Target company
Manufacture of electronic components
Location Dalian Economic and Technological Development Zone, Dalian, Liaoning Province, People's Republic of ChinaShare capital ¥9,417 millionDate of incorporation 25 December 1993
Net Sales¥9,757 million (fiscal year ended December 2024)
Operating profit¥439 million (fiscal year ended December 2024)
Net income for the current fiscal year¥260 million (fiscal year ended December 2024; net income attributable to owners of the parent)
Net assets¥12,322 million (fiscal year ended December 2024)
Consideration and expenses
Acquisition price¥4,200 million (approximate amount; transfer consideration)
Impact on Business Performance
Already reflected in the full-year consolidated earnings forecast for the fiscal year ending March 2027
Procedures and assumptions
Management structure after acquisitionThe entity operating the factory will change from REDA to 大連成悦精密部件工業有限公司, and ROHM will outsource manufacturing to REDA. ROHM will continue its print head business and maintain its development and production structure at domestic sites and elsewhere. The company name, representative and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | This transfer of equity interests |
| Counterparty name | 大連成悦精密部件工業有限公司 |
| Name of the Subject Company | ROHM Electronics Dalian Co., Ltd. |
| Business Description of the Subject Company | Manufacture of electronic components |
| Location of the Subject Company | Dalian Economic and Technological Development Zone, Dalian, Liaoning Province, People's Republic of China |
| Capital Stock of the Subject Company | ¥9,417 million |
| Date of Establishment of the Subject Company | 25 December 1993 |
| Net Sales of the Subject Company | ¥9,757 million (fiscal year ended December 2024) |
| Operating Profit of the Subject Company | ¥439 million (fiscal year ended December 2024) |
| Net Income of the Subject Company | ¥260 million (fiscal year ended December 2024; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥12,322 million (fiscal year ended December 2024) |
| Acquisition price | ¥4,200 million (approximate amount; transfer consideration) |
| Voting rights ownership percentage | Before 100% → after 0% (equity interest after the change) |
| Impact on Business Performance | Already reflected in the full-year consolidated earnings forecast for the fiscal year ending March 2027 |
| Date of board resolution | 12 May 2026 |
| Contract Date | 12 May 2026 |
| Execution Date / Effective Date | During 2026 (scheduled) |
| Management structure after acquisition | The entity operating the factory will change from REDA to 大連成悦精密部件工業有限公司, and ROHM will outsource manufacturing to REDA. ROHM will continue its print head business and maintain its development and production structure at domestic sites and elsewhere. The company name, representative and treatment of employees: not disclosed |
Items this document does not state (14)
Expenses other than the acquisition priceType of ConsiderationMerger 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.ROHM determined that transferring REDA and outsourcing manufacturing will reduce fixed costs and strengthen the business foundation while enabling it to fulfill its supply obligations to customers.
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