Omron to Acquire Industrial PC Maker OnLogic in Physical AI Push

Omron Corporation announced on October 12, 2026, that it has agreed to acquire Interlogic, Inc., the Vermont-based parent of U.S. industrial PC maker OnLogic, Inc., for $675 million in cash, in a deal the Japanese automation company framed around digital transformation at manufacturing sites and physical AI.

Deal Structure and Terms

Under the agreement, executed on October 10, 2026 (Japan time), Omron will carry out a reverse triangular merger in which a special-purpose company it plans to establish in Delaware merges into Interlogic, a Vermont corporation, with Interlogic as the surviving company. Interlogic will become a direct wholly owned subsidiary of Omron, and Interlogic’s subsidiaries, including OnLogic, will become Omron’s indirect subsidiaries.

Omron said it adopted the structure because Interlogic’s shareholders include founders Lisa and Roeland Groeneveld and 167 officer and employee shareholders; a reverse triangular merger allows it to acquire all outstanding shares in a single transaction rather than through individual transfers from numerous shareholders. The sellers are the Groenevelds and the 167 officer and employee shareholders.

The acquisition price is $675 million, stated as enterprise value on a debt-free, cash-free basis, or approximately 104.6 billion yen at 155 yen per dollar. Payment will be made in cash, funded primarily from Omron’s cash on hand, and Omron’s ownership ratio after the acquisition will be 100%, making Interlogic a consolidated subsidiary.

Physical AI Rationale

Omron said that in its Industrial Automation Business it aims to evolve from a factory-automation equipment manufacturer into a company focused on manufacturing-site digital transformation and physical AI. It described OnLogic as a provider of highly configurable, rugged industrial PCs sold primarily through direct sales and build-to-order production, with customers across a wide range of industries and more than 90% of sales generated in the Americas and Europe.

The company listed three initiatives it intends to pursue: combining OnLogic’s industrial PCs with Omron’s proprietary high-precision control technology to accelerate development of next-generation physical AI platforms; expanding sales by cross-selling the two companies’ products across OnLogic’s customer base in the Americas and Europe; and jointly developing solutions for manufacturing-site digital transformation and physical AI that pair Omron’s sensing and robotics equipment with OnLogic’s computers.

OnLogic will continue to operate as an independent business within the Omron group after the acquisition, retaining its direct-to-customer sales model and the OnLogic brand. The current management team, including CEO Sean Larkin, is expected to remain in place, and Omron said it will support OnLogic’s further growth by drawing on its business platform in Asia and its expertise in the factory-automation control equipment business.

Target Companies and Ownership

Interlogic is a holding company headquartered at 435 Community Drive in South Burlington, Vermont, and led by CEO Sean Larkin. Established in 2010, it had capital of $3,966 thousand as of December 31, 2025. Its wholly owned subsidiaries include OnLogic, Inc. and Greenfield Capital, LLC in the United States and OnLogic International B.V. in the Netherlands, whose subsidiaries operate in the Netherlands, Germany, the United Kingdom, Taiwan, and Malaysia.

As of October 9, 2026, the Groenevelds held 91.94% of Interlogic’s shares, representing 99.11% of voting rights, while the 167 employee and officer shareholders held 8.06% of shares, representing 0.89% of voting rights. Omron stated that no capital, personnel, business, or related-party relationships existed between it and the target companies or their major shareholders before the transaction.

OnLogic, established in 2003, designs, develops, manufactures, and sells industrial computers. As of March 24, 2026, it had 301 employees across seven locations, including two manufacturing sites, and Interlogic held 100% of its shares. OnLogic’s own press page records recent physical-AI hardware activity, including a September 9, 2026, release on demonstrating physical AI hardware and manufacturing solutions at IMTS 2026, a June 25, 2026, opening of a new European headquarters in Oosterhout, and a June 9, 2026, release on showcasing practical physical AI and facility workload consolidation at Automate 2026.

Target Financials and Closing Schedule

Omron disclosed three fiscal years of consolidated U.S. GAAP results for the Interlogic group. Net sales were $129.6 million in the fiscal year ended December 2023, $122.3 million in fiscal 2024, and $154.2 million in fiscal 2025. EBITDA came to $15.9 million, $11.6 million, and $22.6 million across the same three years, while adjusted EBITDA, presented for reference, was $20.6 million, $16.1 million, and $27.1 million; Omron said the adjusted figures reflect due-diligence adjustments for items not expected to recur following the acquisition. Net assets were $56.7 million, $56.1 million, and $70.1 million, and total assets were $122.2 million, $115.5 million, and $133.2 million over the period.

Houlihan Lokey is serving as financial advisor to Omron, with Croke Fairchild Duarte & Beres LLC as legal counsel. Evercore is serving as financial advisor to OnLogic, with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as legal counsel.

Omron’s board resolution and the agreement execution both took place on October 10, 2026, Japan time. The merger’s effective date is planned for in or around January 2027, subject to approvals from relevant authorities and satisfaction of other conditions precedent set forth in the definitive agreement. Omron said it expects the acquisition’s impact on its consolidated financial results for the fiscal year ending March 2027 to be immaterial and that it will promptly disclose any matters requiring disclosure as they arise.