Worth reading
68In focus
Scored from 3 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
980
JPY million (approximate amount, including advisory fees and other costs)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of Shares in Maxell,Ltd.'s Spun-Off Subsidiary (Making It a Subsidiary)CounterpartyMaxell,Ltd.
Disclosing companySONOCOM CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Execution Date / Effective Date1 July 2026 (completed)
Target company
EF2 (Electro Fine Forming) business
Location Meguro-ku, Tokyo, and Fukuchi-machi, Tagawa-gun, Fukuoka PrefectureShare capital ¥10 millionDate of incorporation 17 April 2026
Consideration and expenses
Acquisition price930 million shares of common stock of 株式会社ノア
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥50 million
Type of ConsiderationCash
Impact on Business Performance
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 acquisitionThe corporate name changed from 株式会社ノア to 九州ソノコム株式会社 on 1 July 2026. The management structure comprises Takagi Kiyohiro (髙木清啓) as Representative Director and President, Miyadera Toshimune (宮寺利宗) and Kunimasu Toshio (國増俊男) as Directors, and Miyamoto Tomokazu (宮本智和) as Corporate Auditor. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of Shares in Maxell,Ltd.'s Spun-Off Subsidiary (Making It a Subsidiary) |
| Counterparty name | Maxell,Ltd. |
| Name of the Subject Company | 九州ソノコム株式会社 (former corporate name: 株式会社ノア) |
| Business Description of the Subject Company | EF2 (Electro Fine Forming) business |
| Location of the Subject Company | Meguro-ku, Tokyo, and Fukuchi-machi, Tagawa-gun, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 17 April 2026 |
| Acquisition price | 930 million shares of common stock of 株式会社ノア |
| Expenses other than the acquisition price | Advisory fees and other costs (approximate amount): ¥50 million |
| Type of Consideration | Cash |
| Number of shares acquired | 1 share (number of voting rights: 1) |
| Voting rights ownership percentage | Before 0% (number of shares held before the acquisition: 0) → after 100％ |
| Impact on Business Performance | 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. |
| Execution Date / Effective Date | 1 July 2026 (completed) |
| Management structure after acquisition | The corporate name changed from 株式会社ノア to 九州ソノコム株式会社 on 1 July 2026. The management structure comprises Takagi Kiyohiro (髙木清啓) as Representative Director and President, Miyadera Toshimune (宮寺利宗) and Kunimasu Toshio (國増俊男) as Directors, and Miyamoto Tomokazu (宮本智和) as Corporate Auditor. Employee treatment: not disclosed |
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract 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.The disclosure announces the completion of the share acquisition and the conversion of 株式会社ノア into a subsidiary, as well as the change in its corporate name following approval of an amendment to its Articles of Incorporation at the subsidiary's general meeting of shareholders. The business purpose of the transaction is not explained in this document.
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