Komori
M&A and Subsidiary Changes7013IHI CorporationMachinery

Notice regarding the transfer of shares in German subsidiary Steinmueller Engineering GmbH

IHI has decided to transfer all equity interests in its consolidated German subsidiary Steinmüller Engineering GmbH to a wholly owned subsidiary of Mutares SE & Co. KGaA. In connection with the transfer, IHI expects to record losses and other items of approximately ¥14 billion on a consolidated basis and approximately ¥17 billion on a standalone basis.

Worth reading
79Important
Scored from 4 of 5 sections
Direction
Deterioration
Direction inferred from the company’s description.
Scale
140
¥100 million (Other expenses in the consolidated financial statements for the fiscal year ending March 2027; extraordinary loss of approximately ¥17 billion in the standalone financial statements)
Wording
Conditional
How definitive the wording is.

This transaction

This transaction (transfer of equity interests in Steinmüller Engineering GmbH)
Counterpartymutares Holding 106 GmbH (parent company: Mutares SE & Co. KGaA)
Disclosing companyIHI Corporation
Steinmüller Engineering GmbHSubject of this transactionVoting rights ownership percentage Before 100.0 → after 0.0
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Provision of engineering (E), engineering and procurement (EP), and engineering, procurement and construction (EPC) services across four business areas: combustion and incineration, flue-gas treatment, heat exchange, and engineering and consulting

Location Gummersbach, GermanyShare capital EUR 3,000 thousandDate of incorporation 3 April 2003
Net SalesEUR 42,108 thousand (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceThe transfer price will not be disclosed. It was determined through a fair process.
Amount of extraordinary income (loss)Approximately ¥14 billion is expected to be recorded as other expenses in the consolidated financial statements for the fiscal year ending March 2027. Approximately ¥17 billion is expected to be recorded as an extraordinary loss in the standalone financial statements.
Impact on Business Performance

In connection with this transaction, approximately ¥14 billion is expected to be recorded as other expenses in the consolidated financial statements for the fiscal year ending March 2027. In addition, approximately ¥17 billion is expected to be recorded as an extraordinary loss in the standalone financial statements. There is no change to the full-year consolidated earnings forecast for the fiscal year ending March 2027.

Procedures and assumptions
Valuation methodologyDetermined through a fair process (specific valuation method: Not disclosed)
This transaction
ItemDetails
Transaction nameThis transaction (transfer of equity interests in Steinmüller Engineering GmbH)
Counterparty namemutares Holding 106 GmbH (parent company: Mutares SE & Co. KGaA)
Name of the Subject CompanySteinmüller Engineering GmbH
Business Description of the Subject CompanyProvision of engineering (E), engineering and procurement (EP), and engineering, procurement and construction (EPC) services across four business areas: combustion and incineration, flue-gas treatment, heat exchange, and engineering and consulting
Location of the Subject CompanyGummersbach, Germany
Capital Stock of the Subject CompanyEUR 3,000 thousand
Date of Establishment of the Subject Company3 April 2003
Net Sales of the Subject CompanyEUR 42,108 thousand (fiscal year ended March 2026)
Acquisition priceThe transfer price will not be disclosed. It was determined through a fair process.
Voting rights ownership percentageBefore 100.0 → after 0.0
Amount of extraordinary income (loss)Approximately ¥14 billion is expected to be recorded as other expenses in the consolidated financial statements for the fiscal year ending March 2027. Approximately ¥17 billion is expected to be recorded as an extraordinary loss in the standalone financial statements.
Impact on Business PerformanceIn connection with this transaction, approximately ¥14 billion is expected to be recorded as other expenses in the consolidated financial statements for the fiscal year ending March 2027. In addition, approximately ¥17 billion is expected to be recorded as an extraordinary loss in the standalone financial statements. There is no change to the full-year consolidated earnings forecast for the fiscal year ending March 2027.
Date of board resolution28 September 2026
Execution Date / Effective DateMid-October 2026 (scheduled)
Valuation methodologyDetermined through a fair process (specific valuation method: Not disclosed)
Items this document does not state (17)
Operating 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 acquiredFunding arrangementsGoodwill amountContract DateIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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.

Investment in thermal power generation-related projects in Europe has shifted from coal-fired power generation to decarbonisation and waste-to-energy generation, reducing business opportunities related to lignite-fired boilers. The company also cites increased project execution risks and intensifying competition in engineering services. Having determined that synergies with Mutares' portfolio and continued investment would enable the target company to strengthen its competitiveness and achieve sustainable growth, IHI will transfer the business as part of the structural reform of its overseas carbon solutions business.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice regarding the transfer of shares in German subsidiary Steinmueller Engineering GmbH | IHI Corporation (7013) timely disclosure | Komori