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M&A and Subsidiary Changes8086NIPRO CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding Changes in Subsidiaries and Equity-Method Affiliates

The shares in Gentuity and Spryte directly held by the Company will be transferred to Nipro Vascular Co., Ltd., which is wholly owned by the Company. This is an intra-group reorganization to operate the vascular business as an integrated business under that company.

Worth reading
38Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
26337359151
Yen (total transfer consideration)
Wording
Definitive
How definitive the wording is.

This transaction

Share Transfers
CounterpartyNipro Vascular Co., Ltd.
Disclosing companyNIPRO CORPORATION
Gentuity, LLC, Spryte Medical Holdings, LLCSubject of this transactionNumber of shares acquired Gentuity, LLC: 103,417,476 shares; number of voting rights: Not disclosed, Spryte Medical Holdings, LLC: 78,660,000 shares; number of voting rights: Not disclosedVoting rights ownership percentage Gentuity, LLC 78% → 0% / Spryte Medical Holdings, LLC 39% → 0%
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Development and manufacture of intravascular imaging medical devices, Holding Company

Location 142 North Road, Suite G, Sudbury, MA, 01776 USA, 142 North Road, Suite G, Sudbury, MA, 01776 USAShare capital Gentuity, LLC:143,445,859.70USD, Spryte Medical Holdings, LLC:85,000,000USDDate of incorporation Gentuity, LLC: 14 October 2013, Spryte Medical Holdings, LLC: 13 March 2023
Net SalesGentuity, LLC: ¥523 million (fiscal year ended December 2025), Spryte Medical Holdings, LLC: ¥0 million (fiscal year ended December 2025)
Operating profitGentuity, LLC: operating loss of ¥4,660 million (fiscal year ended December 2025), Spryte Medical Holdings, LLC: operating loss of ¥2,859 million (fiscal year ended December 2025, consolidated)
Net income for the current fiscal yearGentuity, LLC: net loss of ¥4,616 million (fiscal year ended December 2025), Spryte Medical Holdings, LLC: net loss attributable to owners of the parent of ¥2,810 million (fiscal year ended December 2025, consolidated)
Net assetsGentuity, LLC: net assets of negative ¥3,853 million (fiscal year ended December 2025), Spryte Medical Holdings, LLC: net assets of negative ¥270 million (fiscal year ended December 2025, consolidated)
Consideration and expenses
Acquisition priceGentuity, LLC: ¥21,347,784,351, Spryte Medical Holdings, LLC: ¥4,989,574,800
Impact on Business Performance

This is a business reorganization within the Company’s group and will have no impact on consolidated results.

This transaction
ItemDetails
Transaction nameShare Transfers
Counterparty nameNipro Vascular Co., Ltd.
Name of the Subject CompanyGentuity, LLC, Spryte Medical Holdings, LLC
Business Description of the Subject CompanyDevelopment and manufacture of intravascular imaging medical devices, Holding Company
Location of the Subject Company142 North Road, Suite G, Sudbury, MA, 01776 USA, 142 North Road, Suite G, Sudbury, MA, 01776 USA
Capital Stock of the Subject CompanyGentuity, LLC:143,445,859.70USD, Spryte Medical Holdings, LLC:85,000,000USD
Date of Establishment of the Subject CompanyGentuity, LLC: 14 October 2013, Spryte Medical Holdings, LLC: 13 March 2023
Net Sales of the Subject CompanyGentuity, LLC: ¥523 million (fiscal year ended December 2025), Spryte Medical Holdings, LLC: ¥0 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyGentuity, LLC: operating loss of ¥4,660 million (fiscal year ended December 2025), Spryte Medical Holdings, LLC: operating loss of ¥2,859 million (fiscal year ended December 2025, consolidated)
Net Income of the Subject CompanyGentuity, LLC: net loss of ¥4,616 million (fiscal year ended December 2025), Spryte Medical Holdings, LLC: net loss attributable to owners of the parent of ¥2,810 million (fiscal year ended December 2025, consolidated)
Net Assets of the Subject CompanyGentuity, LLC: net assets of negative ¥3,853 million (fiscal year ended December 2025), Spryte Medical Holdings, LLC: net assets of negative ¥270 million (fiscal year ended December 2025, consolidated)
Acquisition priceGentuity, LLC: ¥21,347,784,351, Spryte Medical Holdings, LLC: ¥4,989,574,800
Number of shares acquiredGentuity, LLC: 103,417,476 shares; number of voting rights: Not disclosed, Spryte Medical Holdings, LLC: 78,660,000 shares; number of voting rights: Not disclosed
Voting rights ownership percentageGentuity, LLC 78% → 0% / Spryte Medical Holdings, LLC 39% → 0%
Impact on Business PerformanceThis is a business reorganization within the Company’s group and will have no impact on consolidated results.
Date of board resolution26 June 2026
Execution Date / Effective Date30 June 2026 (scheduled)
Items this document does not state (15)
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)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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.

As part of an organizational restructuring to operate the vascular business as an integrated, end-to-end business, the shares will be transferred to Nipro Vascular Co., Ltd., which oversees the business.

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Notice Regarding Changes in Subsidiaries and Equity-Method Affiliates | NIPRO CORPORATION (8086) timely disclosure | Komori