Komori
M&A and Subsidiary Changes7409AeroEdge Co.,LtdAutomobiles and transportation equipment

(Update on Previously Disclosed Matter) Notice Regarding Completion of Acquisition of Shares in 株式会社オノプラント (Making It a Subsidiary)

The acquisition of all shares in オノプラント Co., Ltd. has been completed, making the company a wholly owned subsidiary. The company has also finalized its new board of directors and audit & supervisory board member structure.

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This transaction

Acquisition of Shares in オノプラント Co., Ltd. and Conversion into a Subsidiary
Disclosing companyAeroEdge Co.,Ltd
株式会社オノプラントVoting rights ownership percentageNumber of shares acquired All shares in オノプラント Co., Ltd. The number of shares and voting rights is Not disclosed

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

Machining of aircraft airframe parts, manufacture of parts for semiconductor and LCD manufacturing equipment, and related businesses

Location Kaminokawa Town, Kawachi District, Tochigi PrefectureShare capital ¥14 millionDate of incorporation 2 April 1962 (the date of incorporation recorded in the registry is 20 February 2019)
Impact on Business Performance

The impact on the standalone results of the Company for the fiscal year ending June 2026 is expected to be immaterial. For the fourth quarter of the fiscal year ending June 2026, only the target company's balance sheet is scheduled to be consolidated. Its balance sheet and income statement are scheduled to be included in the consolidated financial statements from the first quarter of the fiscal year ending June 2027.

Procedures and assumptions
Management structure after acquisitionAizawa Masahiro (相澤昌宏) will continue to manage the company as representative director. AeroEdge will dispatch a part-time director and a part-time audit & supervisory board member. Under the new management structure, Aizawa Masahiro (相澤昌宏) will serve as representative director, Morinishi Jun (森西淳), Imanishi Takashi (今西貴士) and Honda Takuya (本田卓也) as directors, and Okamura Hisao (岡村久雄) as audit & supervisory board member.
This transaction
ItemDetails
Transaction nameAcquisition of Shares in オノプラント Co., Ltd. and Conversion into a Subsidiary
Name of the Subject Company株式会社オノプラント
Business Description of the Subject CompanyMachining of aircraft airframe parts, manufacture of parts for semiconductor and LCD manufacturing equipment, and related businesses
Location of the Subject CompanyKaminokawa Town, Kawachi District, Tochigi Prefecture
Capital Stock of the Subject Company¥14 million
Date of Establishment of the Subject Company2 April 1962 (the date of incorporation recorded in the registry is 20 February 2019)
Number of shares acquiredAll shares in オノプラント Co., Ltd. The number of shares and voting rights is Not disclosed
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on the standalone results of the Company for the fiscal year ending June 2026 is expected to be immaterial. For the fourth quarter of the fiscal year ending June 2026, only the target company's balance sheet is scheduled to be consolidated. Its balance sheet and income statement are scheduled to be included in the consolidated financial statements from the first quarter of the fiscal year ending June 2027.
Date of board resolution20 May 2026
Execution Date / Effective Date4 June 2026 (completion of the share acquisition)
Management structure after acquisitionAizawa Masahiro (相澤昌宏) will continue to manage the company as representative director. AeroEdge will dispatch a part-time director and a part-time audit & supervisory board member. Under the new management structure, Aizawa Masahiro (相澤昌宏) will serve as representative director, Morinishi Jun (森西淳), Imanishi Takashi (今西貴士) and Honda Takuya (本田卓也) as directors, and Okamura Hisao (岡村久雄) as audit & supervisory board member.
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

While maintaining オノプラント's existing business and customer bases, AeroEdge will dispatch directors and audit & supervisory board members to align the company's management policies and governance with those of the Group. The companies aim to strengthen their competitiveness in the aerospace industry, enhance corporate value and create synergies by combining their technological capabilities, customer bases and management resources.

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(Update on Previously Disclosed Matter) Notice Regarding Completion of Acquisition of Shares in 株式会社オノプラント (Making It a Subsidiary) | AeroEdge Co.,Ltd (7409) timely disclosure | Komori