News

　We are writing to inform you that our company and our consolidated subsidiary, Aisin Chemical Co., Ltd. (hereinafter referred to as “Aisin Chemical”), have today entered into a merger agreement to conclude a merger (hereinafter referred to as the “Merger”) effective as of today, April 1, 2025, in accordance with the basic agreement disclosed in our news release “Business Reorganization (Merger) with a Consolidated Subsidiary” dated October 31, 2024.

　Please note that because the Merger is a short-form merger with our consolidated subsidiary, some disclosure items and details have been omitted.

1. Background of the Merger
　The environment surrounding the automobile industry is changing drastically, with the trend toward carbon neutrality, electrification of mobility, and intelligence further accelerating. Particularly with regard to the electrification of automobiles, the shift to BEVs is significantly changing the value chain of the entire industry. Examples include the structure of the car itself, the value sought by users, and the state of the supply chain.

　To turn these changes in the environment into business opportunities, we are promoting the transformation of our business portfolio, recognizing business that address social issues as growth areas. To achieve this transformation, we aim to further strengthen and expand our growth areas by shifting from spin-off management to group management, with the aim of optimally allocating and utilizing resources throughout our group.　

　Aisin Chemical has been involved in multiple business areas, including chemical products, friction materials, and resin parts for automobiles. However, some of these business areas overlap with those of other companies in our group. In order to grow efficiently as a group while leveraging the strengths of each business area with a sense of speed, the decision was made to reorganize business areas by integrating Aisin Chemical.

2. Summary of the Merger

(1) Schedule of the Merger

Note: A general meeting of shareholders will not be held to approve the merger agreement, as the Merger constitutes a short-form merger as stipulated in Article 796, Paragraph 2 of the Companies Act,Note: A general meeting of shareholders will not be held to approve the merger agreement, as the Merger constitutes a short-form merger as stipulated in Article 796, Paragraph 2 of the Companies Act,

(2) Method of the Merger
　The Merger will be an absorption-type merger with our company as the surviving company and Aisin Chemical as the dissolving company.

(3) Allotment of shares in relation to the Merger
　There will be no allocation of shares or other monetary amounts.

(4) Treatment of stock acquisition rights and bonds with stock acquisition rights associated with the Merger
　Aisin Chemical has not issued any stock acquisition rights or bonds with stock acquisition rights.


3. Overview of the companies involved in the Merger (as of March 31, 2024)

^※1: All figures reflect the amortization of treasury stock and stock splits implemented in fiscal 2024.
^※2: After Aisin Chemical acquires as treasury shares all of the shares not held by our company, we will make Aisin Chemical a wholly-owned subsidiary of our company, and then carry out an absorption-type merger with our company as the surviving company.

4. Situation after the Merger
　The Merger will not result in any changes to our company name, head office location, representative, business operations, capital, or fiscal year end.

5. Future outlook
　Because the effective date of the Merger is April 1, 2025, the Merger will have no impact on business performance for the fiscal year ending March 2025. Going forward, we will promptly notify you if any matters arise that require disclosure.Reference: Consolidated business forecast for this fiscal year (announced on October 31, 2024) and consolidated results for the previous fiscal year

(Unit: Millions of yen)