Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
49850
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisitionCounterpartyKoide Kiyoshi (小出 潔), 小出興産株式会社, 3 individual shareholders (names undisclosed)
Disclosing companyNIPPON SEIKI CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Research, development, manufacturing and sale of automotive, motorcycle and general-purpose products
Location Minato-ku, TokyoShare capital ¥596 million (as of the end of March 2025)Date of incorporation 1 November 1960
Net Sales¥100,038 million (fiscal year ended March 2025)
Operating profit¥2,530 million (fiscal year ended March 2025)
Net income for the current fiscal year¥2,695 million (fiscal year ended March 2025; net income attributable to owners of the parent)
Net assets¥51,340 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥49,850 million (common shares of 東洋電装株式会社, including consideration for the shares planned to be acquired ultimately)
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥700 million
Type of ConsiderationCash
Funding arrangementsThe full amount of the funds required for this share acquisition is expected to be financed through borrowings from financial institutions. The borrowing amount and other terms will be determined in due course.
Impact on Business Performance
The impact of this share acquisition and the conversion of 東洋電装株式会社 into a subsidiary on the Company's operating results and financial position will be disclosed promptly once it becomes clear.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the approvals and other procedures required under competition laws and other applicable laws and regulations in Japan and overseas.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Koide Kiyoshi (小出 潔), 小出興産株式会社, 3 individual shareholders (names undisclosed) |
| Name of the Subject Company | 東洋電装株式会社 |
| Business Description of the Subject Company | Research, development, manufacturing and sale of automotive, motorcycle and general-purpose products |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥596 million (as of the end of March 2025) |
| Date of Establishment of the Subject Company | 1 November 1960 |
| Net Sales of the Subject Company | ¥100,038 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥2,530 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥2,695 million (fiscal year ended March 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥51,340 million (fiscal year ended March 2025) |
| Acquisition price | ¥49,850 million (common shares of 東洋電装株式会社, including consideration for the shares planned to be acquired ultimately) |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥700 million |
| Type of Consideration | Cash |
| Number of shares acquired | 9,608,888 shares (9,608 voting rights; planned to be acquired ultimately) |
| Voting rights ownership percentage | Before ―％ → after 100.0％ |
| Funding arrangements | The full amount of the funds required for this share acquisition is expected to be financed through borrowings from financial institutions. The borrowing amount and other terms will be determined in due course. |
| Impact on Business Performance | The impact of this share acquisition and the conversion of 東洋電装株式会社 into a subsidiary on the Company's operating results and financial position will be disclosed promptly once it becomes clear. |
| Date of board resolution | 20 April 2026 |
| Contract Date | 20 April 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Completion of the approvals and other procedures required under competition laws and other applicable laws and regulations in Japan and overseas. |
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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.The transaction is intended to expand the product portfolio, including 東洋電装株式会社's automotive switches, and the customer base of both companies, integrate their HMI technologies, and improve operating efficiency through joint procurement, the sharing of design resources and coordination of overseas production.
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