Komori
M&A and Subsidiary Changes1736OTEC CORPORATIONConstruction and Materials

Notice Regarding the Acquisition of Shares in 有限会社ケー・ティー・エス and Its Conversion into a Subsidiary

The Company has decided to acquire all 60 shares of 有限会社ケー・ティー・エス, making it a subsidiary with 100% voting rights. The acquisition price is ¥200 million, and the estimated total including advisory fees and other expenses is ¥217 million.

Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
217
¥ million (estimated total of the acquisition price, advisory fees and other expenses)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyKitamura Takashi (北村 隆志)
Disclosing companyOTEC CORPORATION
有限会社ケー・ティー・エスVoting rights ownership percentageNumber of shares acquired 60 shares (number of voting rights: 60)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Commissioning and adjustment of automatic air-conditioning control systems, inspection and repair of control equipment, and control-program design

Location 2-12-23 Hakusan, Bunkyo-ku, TokyoShare capital ¥3 millionDate of incorporation 3 July 2001
Net Sales¥189.964 million (fiscal year ended May 2025)
Operating profit¥14.448 million (fiscal year ended May 2025)
Net income for the current fiscal year¥13.631 million (fiscal year ended May 2025)
Net assets¥131.920 million (fiscal year ended May 2025)
Consideration and expenses
Acquisition price¥200 million
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥17 million (estimated)
Impact on Business Performance

The impact of this share acquisition on consolidated results will be immaterial.

Procedures and assumptions
Management structure after acquisitionWith the addition of 有限会社ケー・ティー・エス to the Group, the Company will further strengthen its commissioning, adjustment and maintenance capabilities in the Tokyo metropolitan area, where construction demand related to redevelopment and other projects remains strong, within its Environmental Systems Business. The Company will further expand its integrated service-delivery capabilities, from design through commissioning, adjustment and maintenance.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameKitamura Takashi (北村 隆志)
Name of the Subject Company有限会社ケー・ティー・エス
Business Description of the Subject CompanyCommissioning and adjustment of automatic air-conditioning control systems, inspection and repair of control equipment, and control-program design
Location of the Subject Company2-12-23 Hakusan, Bunkyo-ku, Tokyo
Capital Stock of the Subject Company¥3 million
Date of Establishment of the Subject Company3 July 2001
Net Sales of the Subject Company¥189.964 million (fiscal year ended May 2025)
Operating Profit of the Subject Company¥14.448 million (fiscal year ended May 2025)
Net Income of the Subject Company¥13.631 million (fiscal year ended May 2025)
Net Assets of the Subject Company¥131.920 million (fiscal year ended May 2025)
Acquisition price¥200 million
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥17 million (estimated)
Number of shares acquired60 shares (number of voting rights: 60)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact of this share acquisition on consolidated results will be immaterial.
Date of board resolution30 March 2026
Contract Date31 March 2026 (scheduled)
Execution Date / Effective Date6 April 2026 (scheduled)
Management structure after acquisitionWith the addition of 有限会社ケー・ティー・エス to the Group, the Company will further strengthen its commissioning, adjustment and maintenance capabilities in the Tokyo metropolitan area, where construction demand related to redevelopment and other projects remains strong, within its Environmental Systems Business. The Company will further expand its integrated service-delivery capabilities, from design through commissioning, adjustment and maintenance.
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company will add 有限会社ケー・ティー・エス, which has a track record in commissioning and adjustment of automatic air-conditioning control systems, inspection and repair of control equipment, and control-program design, to the Group in order to strengthen its commissioning, adjustment and maintenance capabilities in the Tokyo metropolitan area, where construction demand related to redevelopment and other projects remains strong. The Company aims to expand its integrated service-delivery capabilities, from design through commissioning, adjustment and maintenance, thereby improving the Group’s overall earnings power and expanding its business.

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Notice Regarding the Acquisition of Shares in 有限会社ケー・ティー・エス and Its Conversion into a Subsidiary | OTEC CORPORATION (1736) timely disclosure | Komori