Ferrotec to acquire Japan Resistor Mfg. in ¥1.9bn tender offer, taking niche autoparts supplier private

TOKYO — Ferrotec Holdings (TSE: 6890) said on September 17 it will launch a tender offer for all outstanding shares of Japan Resistor Mfg. Co., Ltd. (TSE: 6977), aiming to make the Toyama-based passive components maker a wholly owned subsidiary and delist it from the Tokyo Stock Exchange's Standard Market.

The offer price of ¥1,901 per share represents a 44.2% premium to Japan Resistor's ¥1,318 close the day before the announcement. Shares jumped 23.5% to ¥1,575 in the following session — still trading below the offer price, reflecting the market's pricing of residual deal-completion risk.

The Tokyo Stock Exchange placed Japan Resistor under supervision (designation for confirmation) the same day, pending its review of the company's delisting eligibility.

Deal rationale

Ferrotec — a maker of vacuum seals, thermal modules and semiconductor-related components with its own automotive-parts business — said the acquisition combines Japan Resistor's resistor and sensor technology with Ferrotec's manufacturing base, targeting synergies in mass-production capacity for resistors and cross-selling across both companies' automotive component lines.

Why Japan Resistor

The 80-year-old maker of resistors, potentiometers and hybrid ICs — with roughly ¥5.9bn in FY2025 revenue and a workforce of 302 across ten subsidiaries in Japan and China — had been searching for a capital and business alliance partner since the prior fiscal year, working with an outside financial advisor. The company posted two consecutive years of net losses (¥181mn in FY2024, ¥376mn in FY2025) against a shrinking revenue base, down from ¥7.2bn in FY2022. President Jun Kimura, 78, leads a board with an average age of 75.3.

Ownership structure

Kimura holds the largest individual stake at 8.6%. Combined with employee stock-ownership associations (8.1%) and a trading-partner association (2.5%), the founder-and-employee-aligned bloc totals roughly 19.2% — short of a blocking position, leaving the company structurally open to a negotiated change of control.

Pre-deal stake building

Regulatory filings show two apparent pre-deal stake builders: Spicy Company disclosed a 5.01% holding on July 1, 2026 (citing potential collaboration), and individual investor Akio Matsubara raised his stake to 5.39% on June 29, 2026 (citing pure investment) — both roughly two and a half months ahead of the Ferrotec announcement.

Valuation

At the offer price, the deal values Japan Resistor at an implied market capitalization of approximately ¥2.5bn (applying a 30% control premium to the pre-announcement market cap of ¥1.9bn), against a company carrying ¥4.1bn in total debt and an LTM EBITDA base of only ¥189mn — an EV/EBITDA multiple in the high-teens to low-20s range.

Prepared for client circulation · Kujira Capital. Source data: beluuga.ai · verify against the EDINET tender offer filing before distribution.