Worth reading
76Important
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
1901
¥ per share (tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyFerrotec Corporation
Disclosing companyJAPAN RESISTOR MFG. CO.,LTD.
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 resolution17 September 2026
Contract Date17 September 2026 (Tender Agreement with Kimura Jun (木村準) and Imai Yoshinori (今井芳範))
Execution Date / Effective DateA squeeze-out procedure is scheduled to be implemented promptly after completion of settlement of the tender offer. The specific effective date of the share consolidation has not been determined.
Target company
The Company's principal business is the manufacture and sale of electronic components, including resistors, potentiometers, hybrid ICs and electronic equipment.
Location Toyama PrefectureDate of incorporation May 1943
Net Sales¥5,905 million (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,901 per common share
Minimum number of shares to be purchased618,700 shares
Tender offer periodFrom 18 September 2026 (Friday) through 5 November 2026 (Thursday) (30 business days)
Amount of extraordinary income (loss)An extraordinary loss was recorded for the fiscal year ended December 2025 (specific amount not disclosed).
Impact on Business Performance
The transaction is expected to improve profitability through the establishment of a mass-production structure for low-priced products and factory automation and digitalisation, while promoting overseas market development, the development of high-value-added products and personnel training (specific amount not disclosed).
Procedures and assumptions
Valuation methodologyMarket price method, comparable companies analysis and DCF method (Mizuho Securities); market price method and DCF method (Deloitte Tohmatsu LLC)
Independent valuation institutionMizuho Securities; Deloitte Tohmatsu LLC
Special CommitteeEstablished. 4 members (Imai Osamu (今井治): outside director and independent officer; Shirata Yukiharu (白田幸春): outside corporate auditor; Ishizaki Takeshi (石崎武 (石崎武)): outside corporate auditor; Oka Hironobu (岡裕信): certified tax accountant and クライム・ヒル株式会社)
Conditions Precedent to ExecutionThe total number of share certificates tendered must be at least the minimum number of shares planned to be purchased, 618,700 shares. If a share consolidation is carried out after completion, a special resolution at an extraordinary general meeting of shareholders and other procedures will be required.
Management structure after acquisitionThe specific management structure after the company becomes a wholly owned subsidiary has not been determined and is expected to be decided following discussions between the two companies. No change of corporate name is stated. The policy is to maintain and strengthen the human resources base without unfairly worsening employees' employment conditions or treatment.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Ferrotec Corporation |
| Name of the Subject Company | JAPAN RESISTOR MFG. CO.,LTD. |
| Business Description of the Subject Company | The Company's principal business is the manufacture and sale of electronic components, including resistors, potentiometers, hybrid ICs and electronic equipment. |
| Location of the Subject Company | Toyama Prefecture |
| Date of Establishment of the Subject Company | May 1943 |
| Net Sales of the Subject Company | ¥5,905 million (fiscal year ended December 2025) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,901 per common share |
| Minimum number of shares to be purchased | 618,700 shares |
| Tender offer period | From 18 September 2026 (Friday) through 5 November 2026 (Thursday) (30 business days) |
| Number of shares acquired | All of the Company's shares, excluding treasury shares held by the Company. The stated base number of shares is 1,237,203, representing 12,372 voting rights. |
| Voting rights ownership percentage | Before 0% (as of 17 September 2026; no shares held) → after 50.27% (based on the minimum number of shares planned to be purchased) |
| Amount of extraordinary income (loss) | An extraordinary loss was recorded for the fiscal year ended December 2025 (specific amount not disclosed). |
| Impact on Business Performance | The transaction is expected to improve profitability through the establishment of a mass-production structure for low-priced products and factory automation and digitalisation, while promoting overseas market development, the development of high-value-added products and personnel training (specific amount not disclosed). |
| Date of board resolution | 17 September 2026 |
| Contract Date | 17 September 2026 (Tender Agreement with Kimura Jun (木村準) and Imai Yoshinori (今井芳範)) |
| Execution Date / Effective Date | A squeeze-out procedure is scheduled to be implemented promptly after completion of settlement of the tender offer. The specific effective date of the share consolidation has not been determined. |
| Valuation methodology | Market price method, comparable companies analysis and DCF method (Mizuho Securities); market price method and DCF method (Deloitte Tohmatsu LLC) |
| Independent valuation institution | Mizuho Securities; Deloitte Tohmatsu LLC |
| Special Committee | Established. 4 members (Imai Osamu (今井治): outside director and independent officer; Shirata Yukiharu (白田幸春): outside corporate auditor; Ishizaki Takeshi (石崎武 (石崎武)): outside corporate auditor; Oka Hironobu (岡裕信): certified tax accountant and クライム・ヒル株式会社) |
| Conditions Precedent to Execution | The total number of share certificates tendered must be at least the minimum number of shares planned to be purchased, 618,700 shares. If a share consolidation is carried out after completion, a special resolution at an extraordinary general meeting of shareholders and other procedures will be required. |
| Management structure after acquisition | The specific management structure after the company becomes a wholly owned subsidiary has not been determined and is expected to be decided following discussions between the two companies. No change of corporate name is stated. The policy is to maintain and strengthen the human resources base without unfairly worsening employees' employment conditions or treatment. |
Items this document does not state (9)
Capital Stock of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amount
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.JAPAN RESISTOR MFG. CO.,LTD. cites rising costs due to higher raw material and logistics expenses and the weaker yen, two consecutive fiscal years of losses, and challenges related to human resources and capital investment. It also cites the use of Ferrotec Corporation's overseas sales network, expertise in production automation and efficiency improvements, financial resources, and collaboration with its engineers to expand overseas sales, establish a mass-production structure, improve profitability, develop high-value-added products, and train personnel.
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