Results of the tender offer for the Company's shares by Ferrotec Corporation and changes in the parent company, major shareholder and largest shareholder among major shareholders
JAPAN RESISTOR MFG. CO.,LTD., Ferrotec Corporation
Common shares of JAPAN RESISTOR MFG. CO.,LTD.
As the total number of shares tendered was 1,083,273, exceeding the minimum number of shares to be purchased of 618,700
¥2,059 million (acquisition cost; excluding advisory fees and other expenses)
The impact on the tender offeror's earnings forecast for the current fiscal year is currently under review. Any matters requiring disclosure will be announced promptly when they arise.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
—, —% (tender offeror)
10,832 voting rights, 87.55%, 1,083,273 shares (scheduled as of 12 November 2026)
Related procedures
Tender offer, procedures for making the company a wholly owned subsidiary and delisting
Tokyo Stock Exchange, Inc.; relevant authorities under the Financial Instruments and Exchange Act
The tender offeror plans to promptly implement a series of procedures after completion of settlement to make the tender offeror the sole shareholder of JAPAN RESISTOR MFG. CO.,LTD. and make it a wholly owned subsidiary. If these procedures are implemented, the shares of JAPAN RESISTOR MFG. CO.,LTD. are scheduled to be delisted following the prescribed procedures.
Details of the procedures to be undertaken and their timing will be announced promptly once determined. Any matters requiring disclosure regarding the tender offeror's earnings forecast will also be announced promptly when they arise.
| Item | Details |
|---|---|
| Event name | Results of the tender offer for the Company's shares by Ferrotec Corporation and changes in the parent company, major shareholder and largest shareholder among major shareholders |
| Date of occurrence | 5 November 2026 (the tender offer closing date). The change in the parent company and other related entities is expected to occur on 12 November 2026 (the settlement commencement date). |
| Date recognized / date notice received | 6 November 2026 (the date on which the tender offeror reported the tender offer results) |
| Subject Entity | JAPAN RESISTOR MFG. CO.,LTD., Ferrotec Corporation |
| Target Locations / Products | Common shares of JAPAN RESISTOR MFG. CO.,LTD. |
| Cause | As the total number of shares tendered was 1,083,273, exceeding the minimum number of shares to be purchased of 618,700 |
| Amount of Impact on Business Performance | ¥2,059 million (acquisition cost; excluding advisory fees and other expenses) |
| Impact on Earnings Forecast | The impact on the tender offeror's earnings forecast for the current fiscal year is currently under review. Any matters requiring disclosure will be announced promptly when they arise. |
| Type of litigation or proceeding | Tender offer, procedures for making the company a wholly owned subsidiary and delisting |
| Court or authority | Tokyo Stock Exchange, Inc.; relevant authorities under the Financial Instruments and Exchange Act |
| Voting rights ownership percentage before the change | —, —% (tender offeror) |
| Voting rights ownership percentage after the change | 10,832 voting rights, 87.55%, 1,083,273 shares (scheduled as of 12 November 2026) |
| Outlook | The tender offeror plans to promptly implement a series of procedures after completion of settlement to make the tender offeror the sole shareholder of JAPAN RESISTOR MFG. CO.,LTD. and make it a wholly owned subsidiary. If these procedures are implemented, the shares of JAPAN RESISTOR MFG. CO.,LTD. are scheduled to be delisted following the prescribed procedures. |
| Planned follow-up disclosure | Details of the procedures to be undertaken and their timing will be announced promptly once determined. Any matters requiring disclosure regarding the tender offeror's earnings forecast will also be announced promptly when they arise. |
Items this document does not state (11)
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.As the number of shares tendered was 1,083,273, exceeding the minimum number of shares to be purchased of 618,700, the tender offer was successful and all tendered shares will be acquired.