Ferrotec Corporation's tender offer for Japan Resistor Mfg.Co.,Ltd. cleared its minimum condition, but control has not yet changed hands. Settlement begins on November 12, and the filings treat the shift in ownership as scheduled, not done.
What the offer drew
The offer ran from September 18 to November 5, 2026, for 30 business days, at ¥1,901 per share. Holders tendered 1,083,273 shares, against a floor of 618,700 shares. Because the offer had no cap and the floor was met, Ferrotec will buy every tendered share.
Ferrotec's tender offer report puts its post-offer voting rights at 10,832, or 87.55%. That percentage is measured against 12,372 voting rights, which the filings derive from 1,240,000 issued shares less 2,797 treasury shares. Ferrotec held no shares before the offer.
Price and timing
Ferrotec put the acquisition cost at ¥2.06bn, excluding advisory fees. Japan Resistor said Ferrotec becomes its parent, major shareholder and top shareholder once settlement takes place on November 12. Japan Resistor will then be a consolidated subsidiary of Ferrotec.
The target is small and has been losing money. In the year to December 2025 it reported sales of ¥5.9bn, an operating loss of ¥110mn and a net loss of ¥377mn.
What remains
Ferrotec holds short of every share, so it plans, once settlement is complete, a squeeze-out of the remaining holders that would leave Ferrotec as Japan Resistor's only shareholder. The stock is listed on the Tokyo Stock Exchange Standard market. Under the exchange's delisting standards it would be delisted after the set procedures if the squeeze-out goes ahead.
Japan Resistor said the specific steps and timing will be announced once decided with Ferrotec. Ferrotec said it is still assessing the effect of the subsidiary change on its current-year forecast.