Komori
M&A and Subsidiary Changes8078HANWA CO.,LTD.Trading & Wholesale

(Update on Previously Disclosed Matter) Notice Regarding Completion of the Acquisition of an Equity Interest in U.S.-Based Associated Steel Group, LLC, Making It a Consolidated Subsidiary, and the Capital Increase of a Consolidated Subsidiary

The acquisition of all equity interests in U.S.-based Associated Steel Group, LLC (ASG) has been completed, and ASG has become a consolidated subsidiary in which we hold a 50.1% interest. In addition, we conducted a capital increase of US$235,000 thousand for consolidated subsidiary Hanwa American Corp. (HAMCO).

Worth reading
43Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
226
USD million
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of equity interests in ASG, making it a consolidated subsidiary, and capital increase of HAMCO
CounterpartyDevelopment Bank of Japan, Inc. (DBJ)
Disclosing companyHANWA CO.,LTD.
Associated Steel Group, LLCVoting rights ownership percentageNumber of shares acquired 50.1% equity interest in ASG (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.
Target company
Location United States
Consideration and expenses
Acquisition priceTotal investment of US$226 million (the final total investment may change due to various adjustments)
Impact on Business Performance

Not included in the full-year forecast for the fiscal year ending March 2027 and currently under review. The capital increase of HAMCO will have no impact on our consolidated results.

Procedures and assumptions
Conditions Precedent to ExecutionObtaining clearance from the U.S. competition authorities and satisfying all conditions set forth in the equity interest transfer agreement
This transaction
ItemDetails
Transaction nameAcquisition of equity interests in ASG, making it a consolidated subsidiary, and capital increase of HAMCO
Counterparty nameDevelopment Bank of Japan, Inc. (DBJ)
Name of the Subject CompanyAssociated Steel Group, LLC
Location of the Subject CompanyUnited States
Acquisition priceTotal investment of US$226 million (the final total investment may change due to various adjustments)
Number of shares acquired50.1% equity interest in ASG (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0% → after 50.1%
Impact on Business PerformanceNot included in the full-year forecast for the fiscal year ending March 2027 and currently under review. The capital increase of HAMCO will have no impact on our consolidated results.
Contract Date29 June 2026 (U.S. Central Time)
Execution Date / Effective Date31 August 2026 (U.S. Central Time)
Conditions Precedent to ExecutionObtaining clearance from the U.S. competition authorities and satisfying all conditions set forth in the equity interest transfer agreement
Items this document does not state (21)
Business Description of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating 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 periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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.

We completed the acquisition of the equity interests after obtaining clearance from the U.S. competition authorities and satisfying all conditions set forth in the equity interest transfer agreement.

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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.
(Update on Previously Disclosed Matter) Notice Regarding Completion of the Acquisition of an Equity Interest in U.S.-Based Associated Steel Group, LLC, Making It a Consolidated Subsidiary, and the Capital Increase of a Consolidated Subsidiary | HANWA CO.,LTD. (8078) timely disclosure | Komori