Electric Appliances · 6890, 6977 · 2026-09-19
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.
Yen figures in this brief are also shown converted at ¥155.69 = US$1, the mid-market rate on September 17, 2026 (the announcement date).
The offer price of ¥1,901 (US$12.21) per share represents a 44.2% premium to Japan Resistor's ¥1,318 (US$8.47) close the day before the announcement. Shares jumped 23.5% to ¥1,575 (US$10.12) 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.
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.
The 80-year-old maker of resistors, potentiometers and hybrid ICs — with roughly ¥5.9bn (US$37.9mn) 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 / US$1.16mn in FY2024, ¥376mn / US$2.42mn in FY2025) against a shrinking revenue base, down from ¥7.2bn (US$46.3mn) in FY2022. President Jun Kimura, 78, leads a board with an average age of 75.3.
| FY (Dec) | Revenue | EBITDA | Net income |
|---|---|---|---|
| FY22 | ¥7,204mn $46.3mn | ¥447mn $2.87mn | ¥133mn $0.85mn |
| FY23 | ¥7,176mn $46.1mn | ¥243mn $1.56mn | ¥84mn $0.54mn |
| FY24 | ¥6,454mn $41.5mn | ¥12mn $0.08mn | (¥181mn) (US$1.16mn) |
| FY25 | ¥5,905mn $37.9mn | ¥71mn $0.46mn | (¥376mn) (US$2.42mn) |
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.
| Deal terms & implied multiples | Value |
|---|---|
| Offer price | ¥1,901 US$12.21 |
| No. of shares to be acquired | 1,237,203 shares |
| Implied equity value | ¥2,352mn US$15.1mn |
| Implied EV | ¥4,018mn US$25.8mn |
| Implied LTM EV/EBITDA | 21.3x |
| Implied LTM P/E | n.m. (LTM net loss) |
| Implied LTM P/B | 1.38x |
No. of shares to be acquired uses Japan Resistor's current shares outstanding net of treasury stock (the tender offer has no upper limit on shares and Ferrotec held no prior stake); implied EV adds net debt as of the most recent interim balance sheet (June 30, 2026). LTM EBITDA, net income and book equity (attributable to owners of parent) are also as of the most recent interim (Q2 FY2026). LTM P/E is not meaningful because Japan Resistor posted a net loss over the trailing twelve months.
At the offer price, the deal values Japan Resistor at an implied equity value of ¥2,352mn (US$15.1mn) and an implied enterprise value of ¥4,018mn (US$25.8mn) after adding net debt — a 21.3x LTM EV/EBITDA multiple and a 1.38x LTM P/B, against a company carrying ¥4.1bn (US$26.3mn) in total debt and an LTM EBITDA base of only ¥189mn (US$1.21mn).
Prepared for client circulation · Source data: beluuga.ai