Noritz to acquire OGIHARA MFG., making supplier a subsidiary

Noritz Corporation has resolved to conduct a partial share exchange to acquire OGIHARA MFG.CO., Ltd., making OGIHARA a subsidiary. This move, effective December 19, 2025, aims to boost Noritz's earning power through vertical integration, improve quality management, and establish a stable supply structure for water heater core components, aligning with its "V-plan 26" medium-term management plan. For each common share of OGIHARA, Noritz will allot 11.85 of its common shares, utilizing 177,477 treasury shares without issuing new shares.

OGIHARA, a long-standing supplier for Noritz since its 1946 founding, is expected to expand its customer base, enhance technological and quality capabilities, and streamline its supply chain as a subsidiary. This acquisition is anticipated to improve the corporate value of both companies. FINANCIAL ADVISORY SERVICES INC. was appointed as an independent third-party to calculate the share exchange ratio, valuing Noritz shares at yen 1,983 (market price method) and OGIHARA shares at yen 17,968 to yen 27,422 (DCF method).

Noritz currently holds 26,333 common shares of OGIHARA, representing a 32.5% shareholding ratio. The financial forecasts for OGIHARA show an expected significant profit increase, with operating income projected to rise from yen 131,158 in FYE October 2025 to yen 339,499 in FYE October 2029. The transaction will be accounted for as an acquisition under the Accounting Standard for Business Combinations and is expected to have a minor impact on Noritz's consolidated financial results.