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M&A and Subsidiary Changes8051YAMAZEN CORPORATIONTrading & Wholesale

Notice of Final Agreement Regarding the Acquisition of Shares in PT. Somagede Indonesia to Make It a Wholly Owned Subsidiary

Following discussions based on the basic agreement announced on 6 February 2026, the Company resolved to enter into a final agreement to acquire all shares of PT. Somagede Indonesia and make it a wholly owned subsidiary. The share transfer is scheduled to be completed on 27 March 2026.

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67In focus
Scored from 4 of 5 sections
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Improvement
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This transaction

Transaction
Counterparty2 individual shareholders
Disclosing companyYAMAZEN CORPORATION
PT. Somagede IndonesiaVoting rights ownership percentageNumber of shares acquired 78,000 shares (78,000 voting rights)

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.
Target company

Wholesale sales of cutting tools, machine tools, adhesives and maintenance products

Location DKI Jakarta, IndonesiaShare capital IDR 78,000,000,000Date of incorporation 14 February 2006
Net Sales¥3,367 million (fiscal year ended December 2024)
Operating profit¥182 million (fiscal year ended December 2024)
Net income for the current fiscal year¥80 million (fiscal year ended December 2024)
Net assets¥2,992 million (fiscal year ended December 2024)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations between the parties
Impact on Business Performance

The impact on the Company's consolidated results for the fiscal year ending March 2026 is expected to be minor.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of procedures such as approvals required under applicable laws and regulations
This transaction
ItemDetails
Transaction nameTransaction
Counterparty name2 individual shareholders
Name of the Subject CompanyPT. Somagede Indonesia
Business Description of the Subject CompanyWholesale sales of cutting tools, machine tools, adhesives and maintenance products
Location of the Subject CompanyDKI Jakarta, Indonesia
Capital Stock of the Subject CompanyIDR 78,000,000,000
Date of Establishment of the Subject Company14 February 2006
Net Sales of the Subject Company¥3,367 million (fiscal year ended December 2024)
Operating Profit of the Subject Company¥182 million (fiscal year ended December 2024)
Net Income of the Subject Company¥80 million (fiscal year ended December 2024)
Net Assets of the Subject Company¥2,992 million (fiscal year ended December 2024)
Acquisition priceNot disclosed due to confidentiality obligations between the parties
Number of shares acquired78,000 shares (78,000 voting rights)
Voting rights ownership percentageBefore 0.00% → after 100.00%
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending March 2026 is expected to be minor.
Date of board resolution25 March 2026
Contract Date25 March 2026
Execution Date / Effective Date27 March 2026 (scheduled, subject to completion of procedures such as approvals required under applicable laws and regulations)
Conditions Precedent to ExecutionCompletion of procedures such as approvals required under applicable laws and regulations
Items this document does not state (13)
Expenses 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 CommitteeManagement 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.

To further expand the overseas industrial products business by geographically expanding target markets, responding to diversification in markets and business formats, and strengthening relationships with supplier partner companies.

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 of Final Agreement Regarding the Acquisition of Shares in PT. Somagede Indonesia to Make It a Wholly Owned Subsidiary | YAMAZEN CORPORATION (8051) timely disclosure | Komori