Nissha Co., Ltd. is giving back the majority stake in a Vietnamese medical-device maker it bought roughly three and a half months earlier, after discovering the target's books contained improper circular-transaction accounting that predates the deal. The Kyoto-based group told the Tokyo Stock Exchange on September 4, 2026 that its board had approved transferring all shares it and subsidiary Nissha Vietnam Co., Ltd. hold in USM Healthcare Medical Devices Factory Joint Stock Company to Võ Xuân Bội Lâm, a USM director who currently holds 40% of the company.
Nissha acquired 60% of USM on May 20, 2026, aiming to expand its Southeast Asia medical-device contract manufacturing business. The Ho Chi Minh City company, capitalized at 282,681,280,000 Vietnamese dong and founded in October 2012, makes and sells medical devices out of its Saigon Hi-tech Park plant.
The trouble surfaced during post-merger integration and Nissha's first consolidated closing of USM's books. The company found improper accounting centered on circular transactions at USM that began before the acquisition. That finding had already forced Nissha to delay its interim earnings release for the year to December 2026 and consider seeking an extension to file its semi-annual report, disclosed on August 4. Nissha says an investigation involving outside experts is continuing and that USM's own staff, not Nissha, started the irregularity before the deal closed.
| Milestone | Detail |
|---|---|
| Acquisition (May 20, 2026) | Nissha buys 60% of USM Healthcare, aiming to expand its Southeast Asia medical-device contract manufacturing business. |
| Accounting problem disclosed (August 4, 2026) | Nissha delays interim earnings and weighs a filing extension after finding circular-transaction accounting predating the deal. |
| Divestiture agreement (September 4, 2026) | Board approves selling all USM shares to director Võ Xuân Bội Lâm, who currently holds 40% of USM; price undisclosed. |
| First tranche (mid-September 2026) | 50 percentage points of USM shares transfer to Lâm. |
| Final tranche (mid-September 2027 to mid-September 2028) | Remaining 10 percentage points transfer, ending Nissha's ownership of USM. |
The sale price is undisclosed under a confidentiality agreement between the parties. The transfer is staged: shares equal to 50% of USM's total shares change hands in mid-September 2026, with the remaining 10 percentage points moving sometime between mid-September 2027 and mid-September 2028. Once the final tranche closes, USM will no longer be a Nissha subsidiary at all.
Nissha expects to book a gain or loss on the sale of affiliate shares in its results for the year to December 2026, but the amount, and any effect on its full-year consolidated forecast, remains under review. The company's own August disclosure already flagged USM's historical figures, including 2025 sales of 416,587 million Vietnamese dong and net income of 28,030 million Vietnamese dong, as pre-investigation numbers. That is a formal admission that the financial picture behind Nissha's May purchase may not hold up.