Translation
April 8, 2026
Company: Tamura Corporation Representative: Mitsutaka Nakamura,
Representative Director & President Stock code: TSE Prime 6768
Contact: Mitsuaki Oishi,
Director of Corporate Management Division
Phone: +81-50-3664-0515
Notice Regarding Absorption-Type Company Split and Transfer of the Information Equipment Business
Tamura Corporation (the "Company") has resolved, at a Board of Directors meeting held today, to transfer the Company's Information Equipment Business to a newly established corporation (the "New Company") through an absorption-type company split (the "Company Split"), and subsequently to transfer all shares of the New Company, together with all shares of Aizu Tamura Corporation, a consolidated subsidiary of the Company, currently held by the Company, to FOR-A Company Limited ("FOR-A") (collectively, the "Business Transfer").
The Company Split will be implemented as a simplified absorption-type split in which a wholly owned subsidiary of the Company will be the succeeding company; accordingly, certain disclosure items and details have been omitted.
Reasons for the Company Split and the Business Transfer
Under the 14th Medium-Term Management Plan (from April 2025 to March 2028), the Company is proceeding with a review of its business portfolio while promoting the concentration of management resources on priority products related to next-generation power electronic, as well as priority markets related to clean energy, including power infrastructure, heavy industry, next-generation communications, and mobility.
The Information Equipment Business has, through products such as audio mixing consoles and wireless intercom systems primarily for broadcasting stations and railway operators, earned high regard and trust from customers in the broadcasting and audio fields over many years. In addition, Aizu Tamura Corporation has supported this business as a production base for information equipment and electronic components-related products.
Through the Business Transfer, the Company will further accelerate its strategy of concentrating management resources as set forth in the Medium-Term Management Plan. With respect to the Information Equipment Business and Aizu Tamura Corporation, under the FOR-A Group, which has strengths in the video domain, the aim is to enhance the value provided to the broadcasting and social infrastructure fields by leveraging superior technological capabilities in the audio and wireless fields.
Outline of the Company Split
Summary of the Company Split
Schedule of the Company Split
Date of establishment of the New Company Around April 2026 Date of execution of the Company Split agreement Around July 2026
Effective date of the Company Split October 1, 2026 (planned)
*The Company Split constitutes a simplified absorption-type split as stipulated under Article 784, Paragraph 2 of the Companies Act, and therefore is planned to be implemented without obtaining approval at a shareholders' meeting of the Company.
Method of the Company Split
The Company Split will be implemented as an absorption-type company split (simplified split), with the Company as the splitting company and the New Company as the succeeding company.
Details of Allocations in Connection with the Company Split
No allocation or delivery of shares, cash, or other considerations will be made in connection with the Company Split.
Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Company Split
Not applicable.
Changes in Share Capital Resulting from the Company Split
There will be no change in the Company's share capital because of the Company Split.
Rights and Obligations to Be Succeeded by the Succeeding Company
On the effective date of the Company Split, the New Company will succeed such assets, liabilities, contractual positions, and other rights and obligations pertaining to the Information Equipment Business as are stipulated in the absorption-type company split agreement relating to the Company Split.
Outlook for the Performance of Obligations
Regarding the obligations to be assumed by the New Company on and after the effective date of the Company Split, it has been determined that there is no concern regarding their performance.
Overview of the Parties Involved
Splitting Company
Succeeding Company
(1) Company Name
Tamura Corporation
Tamu Radiance Corporation (planned)
(2) Location
Higashi-Oizumi, Nerima-ku, Tokyo
Ebisu, Shibuya-ku, Tokyo (planned)
(3) Title and Name of Representative
Representative Director, President
Mitsutaka Nakamura
Representative Director, President
Kazuyoshi Ishida (planned)
(4) Business Description
Development, manufacturing, and sales of electronic components, electronic chemicals, soldering systems, and information equipment
Development, manufacturing, and sales of information equipment, including audio equipment (sound mixers) for broadcasting stations and theater halls, communication equipment (wireless intercom systems), and audio microphones for trains and railway stations
(5) Capital Stock
11,829 million yen (as of March 31, 2026)
20 million yen (planned)
(6) Capital Surplus
-
20 million yen (planned)
(7) Date of
Establishment
November 21, 1939
Around April 2026
(8) Number of shares issued and
outstanding
82,771,473 shares
400 shares (planned)
(9) Fiscal year end
March 31
March 31
(10) Major shareholders and ownership ratios
(As of March 31, 2025)
Master Trust Bank of Japan, Ltd.
Tamura Corporation 100%
(Trust account) 13.83% Custody Bank of Japan, Ltd.
(Trust account) 5.18％
Tamura Cooperating
Stockholding Association 4.15％
(11) Financial Condition and Operating Results of the Absorbed Company for the Fiscal Year Ended March 31, 2025
Consolidated total assets
124,348 million yen
Consolidated net assets
64,034 million yen
Consolidated net assets per share
780.03 yen
Consolidated net sales
114,051 million yen
Consolidated operating profit
5,195 million yen
Consolidated ordinary profit
5,061 million yen
Profit attributable to owners of parent
2,782 million yen
Consolidated net profit per share
34.03 yen
*The financial results for the most recent fiscal year (ended March 31, 2026) have not yet been finalized as the closing procedures are currently in progress; therefore, the results for the previous fiscal year (ended March 31, 2025) are presented.
Overview of the Business to Be Split
Business Description
Development, manufacturing, and sales of information equipment, including audio equipment (sound mixers) for broadcasting stations and theater halls, communication equipment (wireless intercom systems), and audio microphones for trains and railway stations
Operating Results for the Fiscal Year Ended March 31, 2025 Net sales: 2,865 million yen
Assets and Liabilities to Be Split and Their Book Values (as of December 31, 2025)
Assets
Liabilities
Item
Amount
Item
Amount
Current assets
1,719 million yen
Current liabilities
53 million yen
Non-current assets
349 million yen
Non-current liabilities
199 million yen
Total assets
2,068 million yen
Total Liabilities
252 million yen
*The above amounts are calculated based on the balance sheet as of December 31, 2025. The actual amounts of assets and liabilities to be split will be the figures obtained after adding or subtracting any increases or decreases that occur between that date and the effective date of the Company Split.
Overview of the Change in Subsidiaries in Connection with the Business Transfer
Summary
Schedule
Date of execution of the share transfer agreement April 8, 2026
Effective date of the share transfer October 1, 2026 (planned)
Method
After transferring the Information Equipment Business to the New Company through an absorption-type company split, the Company will transfer all shares of the New Company as well as all shares of Aizu Tamura Corporation held by the Company to FOR-A Company Limited.
Overview of the Transferor Company
(1) Company Name
Tamu Radiance Corporation (planned)
Aizu Tamura Corporation
*After the planned name change: Tamu Radiance Aizu Corporation
(2) Location
Ebisu, Shibuya-ku, Tokyo (planned)
Aizumisato-machi, Onuma-gun, Fukushima, Japan
(3) Title and
Name of Representative
Representative Director, President Kazuyoshi Ishida (planned)
Representative Director, President Toshitsugu Kasama
(4) Business Description
Development, manufacturing, and sales of information equipment, including audio equipment (sound mixers) for broadcasting stations and theater halls, communication equipment (wireless intercom systems), and audio microphones for trains and railway stations
Manufacturing and sales of audio equipment (sound mixers) for broadcasting stations and theater halls, communication equipment (wireless intercom systems), audio microphones for trains and railway stations, disaster prevention and security equipment, and equipment for industrial machinery
(5) Capital Stock
20 million yen (planned)
95 million yen (as of March 31, 2026)
(6) Capital
Surplus
20 million yen (planned)
-
(7) Date of
Establishment
Around April 2026
November 18, 1987
(8) Major
shareholders
and ownership ratios
Tamura Corporation 100%
Tamura Corporation 100%
(9) Number of shares issued
and outstanding
400 shares (planned)
1,900 shares
Overview of the Transferee Company
(1) Company Name
FOR-A Company Limited
(2) Location
Ebisu, Shibuya-ku, Tokyo, Japan
(3) Representative
Representative Director, President Katsuaki Kiyohara
(4) Business
Description
Development, manufacture, production and sales of professional video equipment for various applications, development of application-specific software, plus import of electronics products for the Japanese market.
(5) Capital Stock
300 million yen (as of September 30, 2025)
(6) Date of
Establishment
October 21, 1971
４．Number of Shares to Be Transferred and Ownership Status after the Transfer
All shares of the Transferor Company held by the Company will be transferred to FOR-A Company Limited. For the number of shares to be transferred, please refer to "III-2. Overview of the Change in Subsidiaries in Connection with the Business Transfer (9) Number of shares issued and outstanding."
The transfer price has not been disclosed as was determined through discussions between the parties.
Outlook
The impact of the transactions on the Company's consolidated financial results is currently under review. Should any matters requiring disclosure arise, an announcement will be made promptly.