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M&A and Subsidiary Changes7769RHYTHM CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding the Acquisition of Shares in a Newly Established Company

RHYTHM CO.,LTD. has entered into an agreement to acquire shares in the plating business company to be established by 株式会社トーテック through an incorporation-type company split. The transaction is scheduled to close on 7 September 2026. The company aims to bring the plating process in-house and improve quality, costs, delivery times and its supply structure.

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Improvement
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This transaction

This share acquisition
Counterparty株式会社トーテック
Disclosing companyRHYTHM CO.,LTD.
リズムトーテック株式会社Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Plating processing manufacturing business (tin plating, nickel plating and other processes)

Location Tonosho, Katori District, Chiba PrefectureShare capital ¥10 millionDate of incorporation 7 September 2026
Net SalesNo revenue for the most recent fiscal year (no unit specified)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations with the counterparty
Impact on Business Performance

The impact on the company's consolidated results for the fiscal year ending March 2027 is expected to be minor.

Procedures and assumptions
Valuation methodologyThe acquisition price was determined following third-party due diligence and discussions with the counterparty.
Management structure after acquisitionThe representative director and president will be Kitajima Yoshikazu (北嶋芳一). The company's officers and employees are expected to be appointed as directors. The corporate name change and employee treatment are not disclosed.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty name株式会社トーテック
Name of the Subject Companyリズムトーテック株式会社
Business Description of the Subject CompanyPlating processing manufacturing business (tin plating, nickel plating and other processes)
Location of the Subject CompanyTonosho, Katori District, Chiba Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company7 September 2026
Net Sales of the Subject CompanyNo revenue for the most recent fiscal year (no unit specified)
Acquisition priceNot disclosed due to confidentiality obligations with the counterparty
Impact on Business PerformanceThe impact on the company's consolidated results for the fiscal year ending March 2027 is expected to be minor.
Date of board resolution24 July 2026
Contract Date24 July 2026
Execution Date / Effective Date7 September 2026 (scheduled)
Valuation methodologyThe acquisition price was determined following third-party due diligence and discussions with the counterparty.
Management structure after acquisitionThe representative director and president will be Kitajima Yoshikazu (北嶋芳一). The company's officers and employees are expected to be appointed as directors. The corporate name change and employee treatment are not disclosed.
Items this document does not state (17)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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.

The company explained that retaining in-house the plating processing currently outsourced to 株式会社トーテック will improve the quality, costs and delivery times (QCD) of its terminal products and strengthen its supply chain. It also intends to expand business opportunities by strengthening its manufacturing structure, improving production efficiency and enhancing its technological capabilities.

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Notice Regarding the Acquisition of Shares in a Newly Established Company | RHYTHM CO.,LTD. (7769) timely disclosure | Komori