Komori
M&A and Subsidiary Changes7287NIPPON SEIKI CO.,LTD.Automobiles and transportation equipment

Notice Regarding the Reorganization of Domestic Group Companies (Simplified Absorption-Type Company Split) and Change of a Subsidiary’s Corporate Name

We plan to transfer some of our manufacturing functions to our wholly owned subsidiary, エヌエスアドバンテック株式会社, through an absorption-type company split. On the effective date, the company is also scheduled to change its corporate name to "NSイースト株式会社."

Worth reading
49Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
5433
¥ million (total assets to be transferred, as of 31 May 2026)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterpartyエヌエスアドバンテック株式会社
Disclosing companyNIPPON SEIKI CO.,LTD.
Subject of this transactionNumber of shares acquired No shares acquired (no shares or other assets will be allocated in connection with this absorption-type company split)Voting rights ownership percentage Before 100.00% (as of 31 March 2026) → after Wholly owned subsidiary (no voting rights ownership percentage stated)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Manufacturing functions for instruments, electrical equipment, watches and related components for automobiles, agricultural machinery, ships and industrial machinery, among others, as well as manufacturing functions for sensors and sensor systems

Net Salesエヌエスアドバンテック株式会社 (succeeding company): ¥30,305 million for the fiscal year ended March 2026
Operating profitエヌエスアドバンテック株式会社 (succeeding company): ¥49 million for the fiscal year ended March 2026
Net income for the current fiscal yearエヌエスアドバンテック株式会社 (succeeding company): ¥138 million for the fiscal year ended March 2026
Net assetsエヌエスアドバンテック株式会社 (succeeding company): ¥9,789 million for the fiscal year ended March 2026
Consideration and expenses
Acquisition priceNo shares or other assets will be allocated in connection with this absorption-type company split.
Type of ConsiderationNo consideration (no shares or other assets will be allocated in connection with this absorption-type company split)
Impact on Business Performance

The impact on the Company's consolidated results will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionAs we satisfy the requirements for a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, the transaction will be carried out without obtaining approval from a shareholders meeting.
Management structure after acquisitionOn the effective date, the corporate name is scheduled to change from エヌエスアドバンテック株式会社 to "NSイースト株式会社." The representative will be Representative Director and President Kayano Toru (茅野 徹). Employment contracts and other rights and obligations relating to the business concerned are scheduled to be transferred within the scope stipulated in the absorption-type company split agreement.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameエヌエスアドバンテック株式会社
Business Description of the Subject CompanyManufacturing functions for instruments, electrical equipment, watches and related components for automobiles, agricultural machinery, ships and industrial machinery, among others, as well as manufacturing functions for sensors and sensor systems
Net Sales of the Subject Companyエヌエスアドバンテック株式会社 (succeeding company): ¥30,305 million for the fiscal year ended March 2026
Operating Profit of the Subject Companyエヌエスアドバンテック株式会社 (succeeding company): ¥49 million for the fiscal year ended March 2026
Net Income of the Subject Companyエヌエスアドバンテック株式会社 (succeeding company): ¥138 million for the fiscal year ended March 2026
Net Assets of the Subject Companyエヌエスアドバンテック株式会社 (succeeding company): ¥9,789 million for the fiscal year ended March 2026
Acquisition priceNo shares or other assets will be allocated in connection with this absorption-type company split.
Type of ConsiderationNo consideration (no shares or other assets will be allocated in connection with this absorption-type company split)
Number of shares acquiredNo shares acquired (no shares or other assets will be allocated in connection with this absorption-type company split)
Voting rights ownership percentageBefore 100.00% (as of 31 March 2026) → after Wholly owned subsidiary (no voting rights ownership percentage stated)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor.
Date of board resolution1 July 2026
Contract Date1 July 2026
Execution Date / Effective Date1 October 2026 (予定)
Conditions Precedent to ExecutionAs we satisfy the requirements for a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, the transaction will be carried out without obtaining approval from a shareholders meeting.
Management structure after acquisitionOn the effective date, the corporate name is scheduled to change from エヌエスアドバンテック株式会社 to "NSイースト株式会社." The representative will be Representative Director and President Kayano Toru (茅野 徹). Employment contracts and other rights and obligations relating to the business concerned are scheduled to be transferred within the scope stipulated in the absorption-type company split agreement.
Items this document does not state (15)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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 clarify the division of responsibilities between headquarters and manufacturing functions, strengthen manufacturing functions and improve productivity. We also aim to respond to changes in the external environment and strengthen the competitiveness of the Group as a whole.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Reorganization of Domestic Group Companies (Simplified Absorption-Type Company Split) and Change of a Subsidiary’s Corporate Name | NIPPON SEIKI CO.,LTD. (7287) timely disclosure | Komori