Announcement on transfer of the new development business for automotive power supply to Astemo, Ltd. through company split (simplified absorption-type split)

September 25, 2025

TDK Corporation (TSE:6762, hereinafter “the company”) announces that today its Board of Directors resolved at a meeting of the Board of Directors on September 25, 2025, to enter into a definitive agreement on the transfer of new development business for automotive power supply (hereinafter “the business”) to Astemo, Ltd. (hereinafter “Astemo”) through a company split (simplified absorption-type split). Based on this definitive agreement, both companies plan to execute an absorption-type split agreement in the near future.
Since this absorption-type company split is a company split, as the decrease in the company's total assets is expected to be less than 10% of the net assets as of the end of the immediately preceding fiscal year, and the decrease in the company's net sales is expected to be less than 3% of the net sales for the immediately preceding fiscal year, some of the matters and content have been partially omitted.

I. Purpose of absorption-type split

TDK, guided by its corporate motto “Contribute to culture and industry through creativity” and its corporate principles “Vision, Courage, Trust,” has formulated a Long-term Vision called “TDK Transformation,” which represents our envisioned future the company aims to achieve in ten years. Based on this Long-term Vision, the company has launched a three-year Medium-Term Plan starting from the fiscal year ending March 2025, formulated based on back casting from Long-term Vision. This Medium-term Plan focuses on three key areas: strengthen management focusing on cash flows, enhance business portfolio management, and evolve the Ferrite Tree.

Our automotive power supply business is engaged in developing, designing, manufacturing, and sales of DC-DC converters and On-Board Chargers, which are mainly used in hybrid cars and electric vehicles (xEVs). From a business portfolio management perspective, the company has thoroughly examined the sustainable growth of this business within our company. As a result, the company has decided to transfer this business to Astemo, a company dedicated to advancing energy management technologies for xEVs. This business is crucial for realizing advanced energy management technologies for xEVs. The company believes Astemo will be the best owner and leverage its potential.

With respect to our automotive power supply business, the company intends to discontinue accepting new projects and withdraw from this segment to enhance business portfolio management. Nevertheless, it will continue to manufacture and supply products for existing customer orders.

II. Summary of absorption-type split

1. Schedule of absorption-type split

^*This absorption-type split is a simplified absorption-type split pursuant to Article 784, Paragraph 2 of the Companies Act and will therefore be carried out without requiring a resolution of the shareholders' meeting.

2. Method of absorption-type split
This is an absorption-type split in which the company is the absorbed company and Astemo is the successor company.

3. Details of the allocation in absorption-type split
The Company expects to receive 4,300 million yen as consideration for the rights and obligations to be assumed by Astemo in connection with this absorption-type split.

4. Handling of stock acquisition rights and bonds with stock acquisition rights in connection with this absorption-type split
There will be no change in the treatment of the stock acquisition rights issued by the company as a result of this absorption-type split. Furthermore, the company has not issued any bonds with stock acquisition rights.

5. Increase or decrease in capital stock as a result of this absorption-type split
There will be no change in the company's capital stock as a result of this absorption-type split.

6. Rights and obligations assumed by the successor company
Pursuant to the provisions of this absorption-type split agreement, the company shall transfer to Astemo the employment status under labor contracts and the rights and obligations incidental thereto pertaining to employees engaged in the business, the defined benefit corporate pension and retirement benefit obligations, the fixed assets constituting movable property exclusively used for the business, and the rights and obligations concerning intellectual property rights and other related matters.

7. Prospects for performance of obligations
The company has determined that there is no issue with the likelihood of fulfillment regarding the obligations borne by the company and Astemo even after the effective date of this absorption-type split.

III. Calculation approach for the allocation details related to absorption-type split

The calculation of the monetary consideration to be received by the company in this absorption-type split was determined through consultation with Astemo, based on an assessment of the business value considering the past and future performance trends of the business and its future growth potential.

IV. Overview of the companies involved in absorption-type split

1. Absorbed company (as of March 31, 2025; consolidated)

2. Successor company (as of March 31, 2025; non-consolidated)

V. Overview of the business division to be split

1. Overview of the division to be split
New development business for automotive power supply

2. Operating results of the division to be split (results for the fiscal year ended March 2025)
The business is a development project, which does not generate sales etc.

3. Items and amounts of assets and liabilities to be divided
The assets, liabilities, and contractual rights pertaining to the business that are specified in the absorption-type split agreement shall be transferred. Note that the specific amounts for the assets and liabilities to be transferred are omitted at this time, as their calculation is currently difficult.

VI. Situation after the corporate split

There will be no changes to the name, location, title and name of the representative, business, capital, or accounting period of the company and Astemo as a result of this absorption-type split.

VII. Projection

In connection with this absorption-type split, the company plans to record a gain on sale of this business of 4,300 million yen in the consolidated financial results for the fiscal year ending March 2027.
Regarding the earnings forecast, the company is currently conducting a detailed review. The company will promptly notify if timely disclosure becomes necessary.

Contacts for media

Contact		Phone	Mail
Mr. Yoichi OSUGA	TDK Corporation Tokyo, Japan	+813 6778-1055	TDK.PR@tdk.com