Maxell, Ltd. TSE:6810

Maxell : Notice of Transfer of EF2 (Electro Fine Forming) Business through Share Transfer

Published

Source: MarketScreener



FOR IMMEDIATE RELEASE Notice of Transfer of EF2 (Electro Fine Forming) Business through Share Transfer

Tokyo, March 27, 2026－Maxell, Ltd. (TSE: 6810, hereinafter "the Company") announced that the Board of Directors held today resolved to transfer the EF2 (Electro Fine Forming) business, which is part of the businesses of the Optics & Systems Division (hereinafter "the Business"), to SONOCOM CO., LTD. (hereinafter "SONOCOM") ("the Transfer"). The Company has entered into the share purchase agreement with SONOCOM as detailed below.

  1. Reason and method of the Transfer

    Under the Mid-term Management Plan MEX26, the Company is implementing business portfolio reform where it applies business distinction to the existing businesses from the perspective of growth potential and profitability, shifting resources to growth businesses while accelerating the commercialization of new businesses.

    In this context, the Company judged that transferring the Business to SONOCOM would further develop the Business and accelerate the business portfolio reform of the Company and decided to proceed with the Transfer.

    In carrying out the Transfer, the Company will first establish a new company (wholly owned subsidiary) and transfer the Business to the new company through a company split (absorption-type company split). Thereafter, SONOCOM will acquire 100% of the shares of the new company, and the Business will thereby be transferred to SONOCOM.

    The Company will announce the details of the company split once they are confirmed.

  2. Overview of the Business

    1. Description of the Business to be transferred

      EF2 (Electro Fine Forming) business operated by the Optics & Systems Division of the Company

    2. Operating result of the Business to be transferred (Fiscal year ended Mrach 31, 2025)

      Net sales: 2,175 million yen

    3. Items and amounts of assets and liabilities relating to the Business to be transferred

    Assets

    Liabilities

    Item

    Amount

    Item

    Amount

    Current assets

    546 million yen

    Current liabilities

    395 million yen

    Non-current assets

    875 million yen

    Non-current liabilities

    100 million yen

    Total assets

    1,421 million yen

    Total liabilities

    495 million yen

  3. Profile of the new company to be established for the Transfer

    (1)

    Name

    Noah Co., Ltd.

    (2)

    Address

    4680 Ikata, Fukuchi-machi, Tagawa-gun, Fukuoka, Japan

    (3)

    Representative

    Toshio Kunimasu, President

    (4)

    Description of Business

    Production and sales of Electro Fine Forming products

    (5)

    Capital

    10 million yen

    (6)

    Date of establishment

    Early April 2026 (scheduled)

    (7)

    Number of shares to be

    issued

    1 share

    (8)

    End of fiscal year

    March 31

    (9)

    Major shareholder and

    holding ratio

    The Company 100%

  4. Profile of the transferee (as of March 31, 2025)

    (1)

    Name

    SONOCOM CO., LTD.

    (2)

    Address

    15-10, Meguro-honcho 2-chome, Meguro-ku, Tokyo, Japan

    (3)

    Representative

    Kiyohiro Takagi, President

    (4)

    Description of Business

    Manufacture and sale of screen printing plates. Sale of screen

    printing materials and eguipment.

    (5)

    Capital

    926 million yen

    (6)

    Date of establishment

    December 21, 1962

    (7)

    Net Assets

    8,911 million yen

    (8)

    Total Assets

    9,526 million yen

    (9)

    Major shareholders and

    holding ratio

    Toshio Sono

    19.60%

    Yugen Kaisha KSC

    14.91%

    (Ratio against total number of shares

    issued excluding treasury shares.)

    Koichi Sono

    12.41%

    INTERACTIVE BROKERS LLC

    7.00%

    SONOCOM Employee Shareholding Association

    2.97%

    (10)

    Relationship with the

    Company

    Capital relation

    There are no applicable matters.

    Human relation

    There are no applicable matters.

    Business relation

    There is business relation in which the

    Company sells its products to the transferee.

    Applicable status

    to related party

    There are no applicable matters.

  5. Number of shares to be transferred, transfer price, and number of shares held before and after transfer

    1. Number of shares held before transfer 1 share

    2. Number of shares to be transferred 1 share

    3. Transfer price* 930 million yen

    4. Number of shares held after transfer 0 share

      * The transfer price may be subject to adjustment based on the working capital, including current assets and liabilities, as of the transfer date.

  6. Schedule of the Transfer

    1. Board of Directors' resolution March 27, 2026

    2. Conclusion of share purchase agreement March 27, 2026

    3. Effective date of share transfer In July 2026 (scheduled)

  7. Future forecast

The impact of the Transfer on the Company's consolidated business performance for the fiscal year ending March 2026 is expected to be minimal.

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