Recomm Co. (3323) will deliver 920,188 treasury shares in a simplified share exchange to take full ownership of Recomm IE Partner, its joint venture with Hikari Tsushin, with the deal scheduled to take effect Nov. 9, 2026.
Recomm's board resolved on Oct. 19 to carry out the share exchange with Recomm IE Partner (RIE), and the two companies signed the agreement the same day. RIE was founded in May 2016 as a joint venture between Recomm and Hikari Tsushin and sells LED lighting, commercial air conditioners and security cameras while providing new-entrant electricity services. Recomm currently holds 51.0% of RIE.
The deal has two steps. RIE will first buy back 53 of Hikari Tsushin's 98 shares for cash and cancel them before the effective date. Recomm will then acquire the remaining 45 shares through the exchange at a ratio of approximately 20,448.62 Recomm shares per RIE share, based on a reference price of ¥88, the simple average of Recomm's closing prices from July 17 to Oct. 16, 2026, rounded up from ¥87.53.
| Item | Shares |
|---|---|
| RIE shares outstanding | 200 |
| Held by Hikari Tsushin | 98 (49.0%) |
| Bought back by RIE for cash | 53 |
| Subject to share exchange | 45 |
| Recomm shares delivered | 920,188 |
Recomm will use treasury stock rather than issue new shares, leaving its share count and capital unchanged. Hikari Tsushin will hold about 1.14% of Recomm's voting rights, while all 147 RIE shares remaining after the cancellation will be owned by Recomm.
Recomm said ending the joint venture would speed decision-making, expand cross-selling across the group and eliminate non-controlling interests. The transaction will be accounted for as an equity transaction under IFRS 10, with no goodwill recognized and no impact on profit or loss. The company expects the effect on consolidated results for the fiscal years ending September 2026 and September 2027 to be minor.
RIE is scheduled to execute the buyback and approve the exchange agreement by written shareholder resolution on Oct. 26, 2026, with the exchange taking effect Nov. 9, 2026. As a simplified share exchange, it does not require approval at a Recomm shareholders' meeting unless a certain number of shareholders object.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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