Decision and Details
Pre-Transaction Disclosure Document for the Absorption-Type Company Split
Because 日本精機 holds all shares of the succeeding company, it has determined that it is appropriate not to deliver consideration for the split. Based on its review of the assets, liabilities and earnings of both companies, it currently recognizes no circumstances, or likelihood thereof, that would hinder the performance of their obligations.
The specific impact of this split on financial results is Not disclosed. The companies have determined that both are expected to perform the obligations for which they remain responsible after the split.
| Item | Details |
|---|---|
| Matter Covered | Pre-Transaction Disclosure Document for the Absorption-Type Company Split |
| Decision Date | 1 July 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Amount | Consideration for the split: none; consideration for the acquisition of shares in 東洋電装株式会社: cash of ¥49,850 million (scheduled); acquisition-related expenses: ¥700 million, including advisory fees (scheduled) |
| Impact on Business Performance | The specific impact of this split on financial results is Not disclosed. The companies have determined that both are expected to perform the obligations for which they remain responsible after the split. |
| Reason | Because 日本精機 holds all shares of the succeeding company, it has determined that it is appropriate not to deliver consideration for the split. Based on its review of the assets, liabilities and earnings of both companies, it currently recognizes no circumstances, or likelihood thereof, that would hinder the performance of their obligations. |
| Governing Rule | Companies Act, Article 782(1); Companies Act, Article 794(1); Ordinance for Enforcement of the Companies Act, Articles 183 and 192 |
| Related previous disclosures | The resolution at the board of directors meeting held on 20 April 2026 to acquire shares in and make 東洋電装株式会社 a subsidiary, and the share transfer agreement dated the same day (title: Not disclosed) |
| Future plans | The absorption-type company split is scheduled to take effect on 1 October 2026. If any change occurs in the disclosed matters between the date on which this document becomes available for inspection and the effective date, the change will be disclosed promptly. |
Items this document does not state (3)
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.Because 日本精機 holds all shares of エヌエスアドバンテック, it has determined that it is appropriate not to deliver shares, cash or other consideration for the split. It also states that it currently recognizes no circumstances that would hinder either company's performance of its obligations after the split.