Note: Niterra Co., Ltd. provides this translation for reference and convenience purposes only. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.
September 1st, 2025
Company Name: | Niterra Co., Ltd. |
Name of Representative: | Takeshi Kawai, President and COO |
Securities Code: | 5334 |
Markets: | TSE Prime Market, NSE Premier Market |
Contact: | Tomoyuki Kamohara, General Manager Business Management Dept. |
Niterra Co., Ltd. (the "Company") is pleased to announce that the Company concluded a business transfer agreement (the "Business Transfer Agreement") regarding the acquisition of the Spark Plug business and the Exhaust Gas Sensor business (the "Business") (the "Acquisition"), from DENSO CORPORATION ("DENSO") today.
Please note that the Acquisition is subject to the fulfillment of conditions precedent to the transaction, including obtaining clearances from domestic and foreign competition authorities and any other permits or approvals from relevant authorities required by law.
Purpose
As announced in the "Announcement on the conclusion of Memorandum of Understanding with DENSO CORPORATION for partial business acquisition" on July 10, 2023, the Company and DENSO have been considering the Acquisition to fulfill our supply responsibilities for internal-combustion-engine parts.
While countries explore pathways such as electrification and fuel diversification to achieve carbon neutrality, various power sources and related technologies tailored to regional and national energy circumstances and the vehicles already in use will continue to be required. In that process, ongoing demand for internal-combustion engines is expected to continue.
Against this background, the Company aims to contribute to the transition to carbon neutrality by leveraging its core technologies of ceramic development and manufacturing and fulfilling its supply responsibilities for internal-combustion-engine parts.
We have concluded that the integration of sales channels and production systems to build an industry-wide, optimized production systems will ensure stable global supply and further strengthening our business foundation will support our sustainable growth. Accordingly, we have decided to proceed with the acquisition of the Business.
Overview of the Acquisition
Details of the Business
Domestic and international development, manufacture and sale of spark plugs and exhaust sensors (limited to oxygen sensors and air-fuel ratio sensors) operated by Denso and its subsidiaries.
*note: Officers and employees of Denso and its subsidiaries, and lands and buildings, are not included in the Acquisition.
Operating results of the Business (Fiscal year ended March 2025)
Net sales: 191,819 million yen*
*Since certain details regarding the scope of the Acquisition have not been finalized at this time, profit-related information is not be disclosed for now. However, it will be disclosed once the details are finalized.
Items and Book Values of Assets and Liabilities of the Business (As of March 31, 2025)
Assets
Liabilities
Current assets
48,050 million yen
Current liabilities
31,317 million yen
Noncurrent assets
21,800 million yen
Noncurrent liabilities
- million yen
Total assets
69,851 million yen
Total liabilities
31,317 million yen
*The figures above include assets and liabilities that are not subject to the Acquisition.
Purchase price and method of settlement
Purchase price for the Acquisition: 180,600 million yen*
Method of settlement: Cash
*The purchase price for the Acquisition is the total consideration for the Business agreed based on March 31, 2026 as valuation date (hereinafter the "Valuation Reference Date").
*The purchase price for the Acquisition is scheduled to be reduced pro rata according to the number of days from the Valuation Reference Date to the closing date under the Business Transfer Agreement. The final purchase price will be determined after other price adjustments provided for in the Business Transfer Agreement.
(1) Company name
DENSO CORPORATION
(2) Location
1-1, Showa-cho, Kariya, Aichi 448-8661, Japan
(3) Representative
President and COO Shinnosuke Hayashi
(4) Business description
Development, manufacture and sale of automotive parts, systems
and life-related equipment
(5) Share capital*
187,457 million yen
(6) Date of establishment
December 16, 1949
(7) Net assets*
5,188,918 million yen
(8) Total assets*
8,125,000 million yen
(9) Main shareholders and shareholding ratio
(Ratio of shares held to total shares outstanding (excluding treasury shares))
Toyota Motor Corporation：21.25%
The Master Trust Bank of Japan, Ltd. ：13.20% Toyota Industries Corporation：5.59%
The Bank of Japan (Trust Account) ：5.00% Toyota Real Estate Co., Ltd. ：4.72% Nippon Life Insurance Company：3.07%
DENSO Employee Shareholding Association：1.77% State Street Bank and Trust Company 505001：1.32% State Street Bank West Client - Treaty 505234：1.29%
JPMorgan Chase Bank 385632：1.26%
Company profile of DENSO
(10)Relationship between the parties
Capital relationship
Not applicable.
Personnel relationship
Not applicable.
Business relationship
Not applicable.
Related party relationship
Not applicable.
*As of the end of March, 2025
DENSO currently operates the Business through itself and its domestic and overseas subsidiaries. The Business at each location is scheduled to be transferred to the Company or its subsidiaries.
Schedule
(1)
Date of resolution at the meeting of the Board of Directors
August 25th, 2025*1
(2)
Date of conclusion of the Business Transfer Agreement
September 1st, 2025
(3)
Closing Date of the Acquisition
To be determined*2
*1: At this board resolution, within the scope not inconsistent with the matters resolved, the final decision regarding the Acquisition and the execution of the Business Transfer Agreement has been delegated to President and COO Takeshi Kawai.
*2: The closing of the Acquisition is subject to fulfillment of conditions precedent to the transaction, including obtaining clearances from domestic and foreign competition law authorities and any other permits or approvals from relevant authorities required by law, and the closing date of the Acquisition is currently undecided.
Summary of accounting treatment
The Acquisition is expected to qualify as an "acquisition" under the accounting standards for business combinations. As a result of this treatment, positive goodwill is expected to arise; however, the amount of goodwill has not yet been finalized as it is still under review. We will notify you once the amount is determined.
Outlook
With respect to the impact of the Acquisition on our consolidated financial results, we will promptly disclose any matters that should be made public as they arise.
Financing
The Acquisition is expected to be financed through the Company's own capital and interest-bearing debt.