Maxell, Ltd. TSE:6810

Maxell : Notice regarding Transfer of Business to Wholly Owned Subsidiary by Simplified Absorption-type Company Split

Published

Source: MarketScreener



FOR IMMEDIATE RELEASE Notice regarding Transfer of Business to Wholly Owned Subsidiary by Simplified Absorption-type Company Split

Tokyo, January 30, 2026－Maxell, Ltd. (TSE: 6810, hereinafter "the Company") has resolved to transfer the Optical Lens Unit business centered on in-car camera lens units operated by the Optics & Systems Division of the Company (hereinafter "the Business") to its wholly owned subsidiary, Maxell Frontier Co., Ltd. (hereinafter "Maxell Frontier") by simplified absorption-type company split

(hereinafter "the Company Split") at the Board of Directors held today. The Company and Maxell Frontier have entered into the absorption-type company split agreement as detailed below.

Since the Company Split is a simplified absorption-type company split with the Company's wholly owned subsidiary as successor company, some disclosure items and details have been omitted.

  1. Purpose of the Company Split

    Maxell Frontier, the successor company in the Company Split, is the Company's wholly owned subsidiary, and engages in the development, manufacturing, and sales of plastic molded automotive parts including LED headlamp lens and molds, semiconductor related embedded systems and image recognition systems, etc.

    The purpose of the Company Split is to improve management efficiency and to further strengthen the automotive optical components business including the Business, by promoting flexible business developments capable of swiftly responding to changes in the market environment and customer needs through the integration of management resources of the Company and Maxell Frontier.

  2. Summary of the Company Split

    1. Schedule

      Date of the Board of Directors' resolution January 30, 2026

      Date of conclusion of the absorption-type company split agreement

      January 30, 2026

      Effective date April 1, 2026 (scheduled)

      The Company Split falls under simplified absorption-type company split defined in Article 784, Paragraph 2 of the Companies Act for the Company, and short-form absorption-type company split defined in Article 796, Paragraph 1 of the Companies Act for Maxell Frontier. Therefore, the Company Split will be implemented without resolution at the General Meeting of Shareholders of either the Company or Maxell Frontier.

    2. Method of the Company Split

      Absorption-type company split (simplified absorption-type company split), where the Company is the transferring company and Maxell Frontier is the successor company.

    3. Allocation related to the Company Split

      In the Company Split, no allocation of shares or delivery of any other consideration shall be made.

    4. Handling of stock acquisition rights and bonds with stock acquisition rights related to the Company Split

      There are no applicable matters.

    5. Change in share capital as a result of the Company Split

      There will be no change in the Company's share capital as a result of the Company Split.

    6. Rights and obligations to be succeeded by the successor company

      Maxell Frontier will succeed to the assets, liabilities and other rights and obligations related to the Business within the scope stipulated in the absorption-type company split agreement as of the effective date.

    7. Prospects for fulfillment of debt obligations

    In the Company Split, the Company believes that there are no issues with regard to the prospects for fulfillment of debt obligations of either the Company or Maxell Frontier.

  3. Overview of the companies involved in the Company Split

    Transferring company

    Successor company

    (1)

    Company name

    Maxell, Ltd.

    Maxell Frontier Co., Ltd.

    (2)

    Address

    1 Koizumi, Oyamazaki, Oyamazaki-cho, Otokuni-gun, Kyoto

    134 Godo-cho, Hodogaya-ku, Yokohama-shi, Kanagawa

    (3)

    Name and title of representative

    Keiji Nakamura

    President and Representative Director

    Noriyoshi Bito

    President and Representative Director

    (4)

    Description of business

    Manufacturing and sales of batteries, functional materials, optical

    components, devices and electronic appliances

    Development, manufacturing and sales of plastic molded automotive

    parts and molds, embedded systems and image recognition systems

    (5)

    Share capital

    12,203 million yen

    65 million yen

    (6)

    Establishment

    September 3, 1960

    June 28, 1975

    (7)

    Number of shares issued

    46,956,200 shares

    130,000 shares

    (8)

    Fiscal year-end

    March 31

    March 31

    (9)

    Major shareholders and shareholding ratio

    (As of September 30, 2025. Ratio against total number of shares issued excluding

    treasury shares.)

    The Master Trust Bank of Japan, Ltd.

    14.58%

    The Company

    100%

    STATE STREET BANK AND TRUST COMPANY

    505001

    9.12%

    Custody Bank of Japan, Ltd.

    7.43%

    STATE STREET BANK

    AND TRUST COMPANY 505227

    7.04%

    BNYM AS AGT/CLTS NON TREATY JASDEC

    5.99%

    Nichia Corporation

    4.64%

    Zeon Corporation

    3.04%

    STATE STREET BANK

    AND TRUST COMPANY 505301

    2.07%

    STATE STREET BANK AND TRUST COMPANY

    505103

    1.91%

    STATE STREET BANK

    WEST CLIENT - TREATY 505234

    1.80%

    (10)

    Financial position and recent operating result

    Fiscal year ended March 31, 2025

    (Consolidated)

    Fiscal year ended March 31, 2025

    Net assets

    94,171 million yen

    8,696 million yen

    Total assets

    164,514 million yen

    13,364 million yen

    Net assets per share

    2,118.37 yen

    66,891.52 yen

    Net sales

    129,806 million yen

    14,869 million yen

    Operating profit

    9,318 million yen

    769 million yen

    Ordinary profit

    9,770 million yen

    818 million yen

    Net profit

    4,090 million yen

    457 million yen

    Net profit per share

    93.12 yen

    3,518.30 yen

  4. Overview of the Business to be split

    1. Description of the Business to be split

      Optical Lens Unit business operated by the Optics & Systems Division of the Company

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

      Net sales: 6,651 million yen

    3. Items and amounts of assets and liabilities to be split

    Among the assets, liabilities and contractual rights related to the Company Split, those that are stipulated in the absorption-type company split agreement will be succeeded by Maxell Frontier.

  5. Status of the companies after the Company Split

    There will be no change in the company name, address, name and title of the representative, description of the business, share capital, or fiscal year-end of either the Company or Maxell Frontier as a result of the Company Split.

  6. Future forecast

The impact of the Company Split on the consolidated business performance of the Company for the fiscal year ending March 31, 2026 is expected to be minimal.

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