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M&A and Subsidiary Changes7741HOYA CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding a Change in Subsidiaries and Other Affiliates (Share Transfer)

HOYA has entered into an agreement to sell all shares of its consolidated subsidiary, Medical Instrument Development Laboratories, Inc. (MID Labs), to Bausch + Lomb Corporation. Upon completion of the share transfer, MID Labs will no longer be a subsidiary of HOYA.

Worth reading
41Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
3648539
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Share Transfers
CounterpartyBausch + Lomb Corporation
Disclosing companyHOYA CORPORATION
Medical Instrument Development Laboratories, Inc. (MID Labs)Voting rights ownership percentageNumber of shares acquired 3,648,539 shares; number of voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

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

Manufacture and sale of vitreous surgery instruments

Location 557 McCormick Street, San Leandro, CA 94577, USAShare capital USD 146 millionDate of incorporation 1981
Net SalesUSD 34 million (fiscal year ending March 2026)
Net income for the current fiscal yearProfit attributable to owners of the parent: USD 5 million (fiscal year ending March 2026)
Net assetsTotal equity: USD 113 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceUndisclosed due to confidentiality obligations under the definitive agreement relating to the share transfer
Impact on Business Performance

The impact of the change in the subsidiary on the Company's consolidated results for the current fiscal year will be immaterial.

This transaction
ItemDetails
Transaction nameShare Transfers
Counterparty nameBausch + Lomb Corporation
Name of the Subject CompanyMedical Instrument Development Laboratories, Inc. (MID Labs)
Business Description of the Subject CompanyManufacture and sale of vitreous surgery instruments
Location of the Subject Company557 McCormick Street, San Leandro, CA 94577, USA
Capital Stock of the Subject CompanyUSD 146 million
Date of Establishment of the Subject Company1981
Net Sales of the Subject CompanyUSD 34 million (fiscal year ending March 2026)
Net Income of the Subject CompanyProfit attributable to owners of the parent: USD 5 million (fiscal year ending March 2026)
Net Assets of the Subject CompanyTotal equity: USD 113 million (fiscal year ending March 2026)
Acquisition priceUndisclosed due to confidentiality obligations under the definitive agreement relating to the share transfer
Number of shares acquired3,648,539 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact of the change in the subsidiary on the Company's consolidated results for the current fiscal year will be immaterial.
Contract Date9 October 2026
Execution Date / Effective Date2 November 2026 (予定)
Items this document does not state (16)
Operating Profit of the Subject CompanyExpenses 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)Date of board resolutionValuation methodologyIndependent 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.

Because it comprehensively considered a review of its business portfolio in light of changes in the external and business environments, the optimal allocation of management resources, and its future growth strategy.

How to read this page

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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 a Change in Subsidiaries and Other Affiliates (Share Transfer) | HOYA CORPORATION (7741) timely disclosure | Komori