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M&A and Subsidiary Changes7902SONOCOM CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in a Maxell, Ltd. Subsidiary Through a Company Split (Making It a Subsidiary)

ソノコム will acquire all shares of 株式会社ノア, which Maxell,Ltd. will establish through an absorption-type company split of its EF2 business, making it a subsidiary. The reference purchase price is approximately ¥930 million, and the final purchase price will be determined after adjustments for working capital and other items.

Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
930000000
Yen (approximate reference purchase price)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
CounterpartyMaxell,Ltd.
Disclosing companySONOCOM CO.,LTD.
株式会社ノアVoting rights ownership percentageNumber of shares acquired 1 share (number of voting rights: 1)

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

EF2 (Electro-Fine-Forming) business

Location Fukuchi, Tagawa District, Fukuoka PrefectureShare capital ¥10,000,000 (予定)Date of incorporation Early April 2026 (scheduled)
Net Sales¥2,175 million (fiscal year ended March 2025; results of the business to be transferred)
Net assets¥94,171 million (as of 31 March 2025; Maxell,Ltd., the counterparty)
Consideration and expenses
Acquisition priceConsideration for this share acquisition: approximately ¥930,000,000 (reference purchase price; the final purchase price will be determined after adjustments for working capital and other items)
Impact on Business Performance

The impact of this transaction on the company's results is currently under review. The company plans to transition to consolidated financial reporting from the second quarter of the fiscal year ending March 2027, and will announce its consolidated earnings forecast once the figures have been finalized.

Procedures and assumptions
Management structure after acquisitionIntegrated group operations are planned. The representative of the target company will be Representative Director and President Kunimasu Toshio (國増 俊男). Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Counterparty nameMaxell,Ltd.
Name of the Subject Company株式会社ノア
Business Description of the Subject CompanyEF2 (Electro-Fine-Forming) business
Location of the Subject CompanyFukuchi, Tagawa District, Fukuoka Prefecture
Capital Stock of the Subject Company¥10,000,000 (予定)
Date of Establishment of the Subject CompanyEarly April 2026 (scheduled)
Net Sales of the Subject Company¥2,175 million (fiscal year ended March 2025; results of the business to be transferred)
Net Assets of the Subject Company¥94,171 million (as of 31 March 2025; Maxell,Ltd., the counterparty)
Acquisition priceConsideration for this share acquisition: approximately ¥930,000,000 (reference purchase price; the final purchase price will be determined after adjustments for working capital and other items)
Number of shares acquired1 share (number of voting rights: 1)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this transaction on the company's results is currently under review. The company plans to transition to consolidated financial reporting from the second quarter of the fiscal year ending March 2027, and will announce its consolidated earnings forecast once the figures have been finalized.
Date of board resolution27 March 2026
Contract Date27 March 2026
Execution Date / Effective DateDuring July 2026 (予定)
Management structure after acquisitionIntegrated group operations are planned. The representative of the target company will be Representative Director and President Kunimasu Toshio (國増 俊男). Employee treatment: not disclosed
Items this document does not state (15)
Operating Profit of the Subject CompanyNet Income 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)Valuation 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.

The acquisition is intended to incorporate the advanced precision micromachining technology and customer base of Maxell,Ltd.'s EF2 business, create synergies with existing businesses, strengthen competitiveness in precision processing, and expand the business scope. The company aims to enhance corporate value over the medium to long term through integrated group operations.

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 Acquisition of Shares in a Maxell, Ltd. Subsidiary Through a Company Split (Making It a Subsidiary) | SONOCOM CO.,LTD. (7902) timely disclosure | Komori