Transaction Overview - The company plans to acquire 100% equity of Flat Electronics Co., Ltd. for 2.6 billion Japanese yen through its wholly-owned subsidiary, Yokohama Electronic Devices Co., Ltd. [1] - The board of directors has approved the investment and acquisition proposal, and the management has been authorized to handle all related matters [1]. Counterparty Information - The counterparty is Japan Innovation No. 1 Investment Limited Partnership, with a registered capital of 6.27 billion Japanese yen [2]. - There are no related party relationships between the counterparty and the company or its major shareholders [2]. Target Company Information - The target company, Flat Electronics Co., Ltd., specializes in the manufacturing and sales of resistors and other electronic components [2]. - As of the announcement date, the target company's equity is free from any encumbrances or legal disputes [2]. Financial Data - The target company's total assets as of January to June 2025 are approximately 2,491.34 million yen, with total liabilities of 784.78 million yen and net assets of 1,706.55 million yen [4]. - The target company's revenue for the fiscal year 2024 is projected to be 1,504.15 million yen, with a net profit of 177.17 million yen [4]. Valuation Methodology - The valuation of the target company was conducted using both the income approach and the asset-based approach, resulting in a significant difference in equity value estimates [5]. - The income approach yielded an equity value of 26,133.327 million yen, while the asset-based approach estimated it at 9,281.720 million yen, reflecting a difference rate of 181.56% [5]. Transaction Agreement Details - The agreement stipulates that the seller will transfer 1,592,000 shares of the target company to the buyer on the delivery date [6]. - The buyer is required to pay the transaction price after deducting the deposit, with additional payments if the agreement is executed after September 1, 2025 [6]. Strategic Purpose of the Acquisition - The acquisition aims to enhance the company's strategic development by entering the thin-film resistor market, leveraging the target company's technological expertise [8]. - The transaction is expected to accelerate the company's overseas business expansion and improve its overall competitiveness and profitability [8]. Legal and Regulatory Considerations - The transaction is subject to regulatory approvals and registration procedures, with some uncertainties regarding the approval process [9]. - The agreement is governed by Japanese law, and any disputes will be handled by the Tokyo District Court [8]. Conclusion - The acquisition of Flat Electronics Co., Ltd. is a strategic move for the company to diversify its product offerings and strengthen its global manufacturing capabilities [8].
钧崴电子: 关于全资子公司对外投资暨收购股权的公告