Fujikura LtdTSE: 5803

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

· Issued by Fujikura Ltd

Summary by 6ix AI

Fujikura Ltd. signed an agreement on November 5, 2026 to transfer all of its shares in consolidated subsidiary NISHI NIPPON ELECTRIC WIRE & CABLE CO.,LTD. (NND), 60.8% of NND's issued shares, to AGSPC43 Co., Ltd., a special purpose company fully funded by funds managed by or affiliated with Aspirant Group Inc. Completion is planned for May 6, 2027.

Key details

  • The deal covers 11,545,430 shares; Fujikura would hold 0 shares after the transfer is completed. The transfer price was not disclosed. Fujikura says it was set through a fair process and is in line with corporate value.
  • Once the transfer is completed, NND will no longer be a Fujikura consolidated subsidiary (a company whose results are included in Fujikura's group accounts), and NND's wholly owned subsidiary NISHIDEN DENSO CO.,LTD. (NDD) will no longer be a Fujikura sub-subsidiary.
  • NND, based in Oita-shi, Oita, makes and sells electric wires, cables, wrought copper products and related equipment. For the fiscal year ended March 2026 it reported revenue of JPY 36,871 million and net income of JPY 2,621 million on a standalone basis (non-consolidated).
  • NND's other major shareholders are MITSUI KINZOKU COMPANY, LIMITED (19.2%), Kyushu Electric Power Company, Incorporated (16.8%) and KRAFTIA CORPORATION (3.2%).
  • Fujikura says the sale is part of the structural reform of its energy business under way since 2020, and that Aspirant Group's network and expertise in business improvement would help NND achieve further growth.

What’s still pending

  • Completion of the share transfer is planned for May 6, 2027.
  • Aspirant Group Inc. is expected to transfer all its AGSPC43 shares to AG No.4 Investment Limited Partnership, a fund it manages, before the transfer. AGSPC43 is also expected to increase its stated capital through a third-party allotment and other transactions, after which its shareholders are expected to be AG No.4 and other related funds.
  • Fujikura expects the impact on its consolidated results for the fiscal year ending March 31, 2027 to be immaterial. The impact for the fiscal year ending March 31, 2028 will be reflected in a future earnings forecast.

6ix AI wrote this summary from the release below and checked it against the release.

To Whom It May Concern

Company Name: Fujikura Ltd.

November 5, 2026

Representative: Naoki Okada, President & CEO

(Code: 5803 Prime market of TSE)

Inquiries: Toru Hamasuna, Executive Officer General Manager of

Corporate Strategy Planning Division (TEL +81-3-5606-1112)

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

Fujikura Ltd. (the "Company") hereby announces that the Company decided today to transfer all of the shares of NISHI NIPPON ELECTRIC WIRE & CABLE CO.,LTD. ("NND"), a consolidated subsidiary of the Company, held by the Company (representing 60.8% of the issued shares of NND) to AGSPC43 Co., Ltd. ("AGSPC43"), a special purpose company fully funded by funds managed by or affiliated with Aspirant Group Inc.("Aspirant Group").

As a result of this share transfer above (the "Share Transfer"), NND will be excluded from the Company's consolidated subsidiaries, and NISHIDEN DENSO CO.,LTD. ("NDD"), a wholly owned subsidiary (non-consolidated subsidiary) of NND, will be excluded from the Company's subsidiaries (sub-subsidiaries).

  1. Reason for the Share Transfer

    NND was established in 1950 and commenced the manufacture of bare copper wires. NND subsequently expanded its operations into an integrated cable manufacturing facility covering process from copper melting to rolling and wire drawing, and has since been engaged in the manufacture and sale of various power cables and terminals, distribution equipment for non-outage construction work, telecommunication cables, prefabricated cables and related products for housing, branched cables, heat-shrinkable tubes, wire harnesses, and other products.

    In recent years, the Company has been promoting the efficient allocation of management resources and the optimization of its business portfolio across the Company group. In particular, since 2020, the Company has undertaken structural reform of its energy business, and, as part of such reform, has explored the transfer of NND to a best partner. In the course of this process, the Company determined that, by making the fullest possible use of Aspirant Group's network, accumulated expertise in business improvement, and the knowledge and networks of its senior members, NND would be able to achieve further growth and enhancement of its enterprise value. Based on the foregoing, the Company has decided to proceed with the Share Transfer.

  2. Overview of the Subsidiary to be Transferred

    (1) Company Name

    NISHI NIPPON ELECTRIC WIRE & CABLE CO.,LTD.

    (2) Location

    2899, Oaza Danoharu, Oita-shi, Oita

    Title and Name of

    (3)

    Representative

    Representative Director: Toshio Shinma

    (4) Business Description

    Manufacture and sale of electric wires, cables, wrought copper products, rubber products and other products, and design, manufacture, sale, and maintenance and management of equipment, devices, materials, and systems for power generation,

    information and telecommunications and other applications.

    (5) Stated Capital

    JPY 960 million

    (6) Date of Establishment

    May 24, 1950

    Major Shareholders and

    (7)

    Ownership Ratios

    Fujikura Ltd.: 60.8%

    MITSUI KINZOKU COMPANY, LIMITED: 19.2% KRAFTIA CORPORATION: 3.2%

    Kyushu Electric Power Company, Incorporated: 16.8%

    Relationship with

    (8)

    Fujikura Ltd.

    Capital

    Relationship

    NND is a consolidated subsidiary of the Company (60.8%

    owned).

    Personnel

    Relationship

    One employee of the Company concurrently serves as Directors

    of NND, one employee of the Company concurrently serves as

    a Corporate Auditor of NND, and there are secondments of the

    NND's employees to the Company.

    Business Relationship

    The Company has business transactions with NND involving the purchase and sale of products, raw materials. In addition, NND places deposits with the Company under the group cash

    management system.

    (9) Financial Results and Financial Position of NND for the Past Three Years (Non-Consolidated)

    Fiscal Year

    FY ended Mar. 2024

    FY ended Mar. 2025

    FY ended Mar. 2026

    Net Assets

    JPY 16,628 million

    JPY 17,884 million

    JPY 19,752 million

    Total Assets

    JPY 25,073 million

    JPY 25,798 million

    JPY 26,325 million

    Net Assets per Share

    JPY 875.19

    JPY 941.50

    JPY 1,039.84

    Revenue

    JPY 30,437 million

    JPY 36,226 million

    JPY 36,871 million

    Operating Income

    JPY 1,381 million

    JPY 2,899 million

    JPY 2,534 million

    Ordinary Income

    JPY 1,430 million

    JPY 2,928 million

    JPY 2,568 million

    Net Income

    JPY 981 million

    JPY 1,785 million

    JPY 2,621 million

    Net Income per Share

    JPY 51.65

    JPY 93.95

    JPY 137.97

    Dividends per Share

    JPY 26

    JPY 47

    JPY 69

    Financial Results and Financial Position of NND and its wholly owned subsidiary, NDD for the Past Three Years

    Fiscal Year

    FY ended Mar. 2024

    FY ended Mar. 2025

    FY ended Mar. 2026

    Net Assets

    JPY 16,692 million

    JPY 17,957 million

    JPY 19,845 million

    Total Assets

    JPY 25,608 million

    JPY 26,358 million

    JPY 26,880 million

    Revenue

    JPY 32,697 million

    JPY 38,535 million

    JPY 39,008 million

    Operating Income

    JPY 1,405 million

    JPY 2,924 million

    JPY 2,567 million

    Ordinary Income

    JPY 1,455 million

    JPY 2,952 million

    JPY 2,601 million

    Net Income

    JPY 993 million

    JPY 1,793 million

    JPY 2,641 million

    * The above figures represent the simple aggregate of the figures of NND and its wholly owned subsidiary, NDD. Since NDD is small in scale and does not have a material impact on the consolidated financial statements, consolidated financial statements have not been prepared.

  3. Overview of the Counterparty to the Share Transfer

    (1) Company Name

    AGSPC43 Co., Ltd.

    (2) Location

    2-23-1, Akasaka, Minato-ku, Tokyo

    Title and Name of

    (3)

    Representative

    Representative Director: Akitoshi Nakamura

    (4) Business Description

    Control and management of business operations through stock ownership

    (5) Stated Capital

    JPY 500 (*)

    (6) Date of Establishment

    September 15, 2026

    (7) Net Assets

    JPY 1,000

    (8) Total Assets

    JPY 1,000

    Major Shareholders and

    (9)

    Ownership Ratios

    Aspirant Group Inc.: 100% (*)

    Relationship with

    (10)

    Fujikura Ltd.

    Capital

    Relationship

    None

    Personnel

    Relationship

    None

    Business

    Relationship

    None

    Related Party

    Status

    Not applicable

    (*) Aspirant Group Inc., the current shareholder of AGSPC43 Co., Ltd., is expected to transfer all of its shares in AGSPC43 Co., Ltd. to AG No.4 Investment Limited Partnership, a fund managed by Aspirant Group Inc. ("AG No.4"), prior to the execution of the Share Transfer. In addition, AGSPC43 Co., Ltd. is expected to increase its stated capital through third-party allotment and other transactions, as a result of which its shareholders are expected to consist of AG No.4 and other related funds.

  4. Number of Shares to be Transferred, Transfer Price, and Status of Shares Owned Before and After the Share Transfer

    Number of shares owned

    (1)

    before transfer

    11,545,430 Shares (Voting rights ownership ratio: 60.8%)

    Number of shares to be

    (2)

    transferred

    11,545,430 Shares

    (3) Transfer Price

    While the transfer price is undisclosed, it was determined through a fair process,

    and is considered commensurate with the corporate value.

    Number of shares owned

    (4)

    after transfer

    0 Shares (Voting rights ownership ratio: 0%)

  5. Schedule

    (1) Signing Date of Share

    Purchase Agreement

    November 5, 2026

    (2) Completion Date of

    Share Transfer

    May 6, 2027 (planned)

  6. Future Outlook

The impact of the Share Transfer on the Company's consolidated financial results for the fiscal year ending March 31, 2027 is expected to be immaterial. The impact of the Share Transfer on the Company's consolidated financial results for the next fiscal year ending March 31, 2028 will be reflected in the earnings forecast for that fiscal year to be announced in the future.

-END-

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