Worth reading
45Recurring
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This merger (absorption-type merger of a wholly owned subsidiary)Counterparty (target company)Saitama Murata Manufacturing Co., Ltd.
Disclosing companyMurata Manufacturing Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Component development
Location Tsurugashima, Saitama PrefectureShare capital ¥100 millionDate of incorporation 9 August 1955
Net Sales¥3,092 million (fiscal year ending March 2026)
Operating profit¥143 million (fiscal year ending March 2026)
Net income for the current fiscal year¥414 million (fiscal year ending March 2026)
Net assets¥28,529 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNo consideration will be paid
Type of ConsiderationNo consideration will be paid
Impact on Business Performance
The impact on our consolidated results will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the merger agreement at a general meeting of shareholders (scheduled for 28 June 2027). However, Saitama Murata Manufacturing Co., Ltd. will not hold a general meeting of shareholders because the merger will be conducted as a simplified merger pursuant to Article 784, Paragraph 1 of the Companies Act.
Management structure after acquisitionThe merger will not result in any changes to the Company's corporate name, location, representative's title or name, business activities, capital or fiscal year-end. Saitama Murata Manufacturing Co., Ltd. will close as of 31 May 2027, and the functions including product development performed by that business site will be transferred to the Company's head office and business sites.
| Item | Details |
|---|---|
| Transaction name | This merger (absorption-type merger of a wholly owned subsidiary) |
| Counterparty name | Saitama Murata Manufacturing Co., Ltd. |
| Name of the Subject Company | Saitama Murata Manufacturing Co., Ltd. |
| Business Description of the Subject Company | Component development |
| Location of the Subject Company | Tsurugashima, Saitama Prefecture |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 9 August 1955 |
| Net Sales of the Subject Company | ¥3,092 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥143 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥414 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥28,529 million (fiscal year ending March 2026) |
| Acquisition price | No consideration will be paid |
| Type of Consideration | No consideration will be paid |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | The impact on our consolidated results will be immaterial |
| Date of board resolution | 1 October 2026 |
| Contract Date | 1 October 2026 |
| Execution Date / Effective Date | 1 July 2027 (scheduled) |
| Conditions Precedent to Execution | Approval of the merger agreement at a general meeting of shareholders (scheduled for 28 June 2027). However, Saitama Murata Manufacturing Co., Ltd. will not hold a general meeting of shareholders because the merger will be conducted as a simplified merger pursuant to Article 784, Paragraph 1 of the Companies Act. |
| Management structure after acquisition | The merger will not result in any changes to the Company's corporate name, location, representative's title or name, business activities, capital or fiscal year-end. Saitama Murata Manufacturing Co., Ltd. will close as of 31 May 2027, and the functions including product development performed by that business site will be transferred to the Company's head office and business sites. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger 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 Committee
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 integrate the functions of Saitama Murata Manufacturing Co., Ltd. into the Company, consolidate management resources and improve management efficiency.
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