Komori
M&A and Subsidiary Changes196AMFS,Inc.Financials (excluding banks)

Notice Regarding the Succession of the INVASE Business Through Group Organizational Restructuring (Company Split with a Wholly Owned Subsidiary)

株式会社MFS will transfer the business related to the online real estate investment service INVASE to its wholly owned subsidiary, コンドミニアム・アセットマネジメント株式会社, through an absorption-type company split. The effective date is scheduled for 1 October 2026, and no shares or other consideration will be delivered.

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Neutral
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Wording
Definitive
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This transaction

This company split (absorption-type company split)
Counterpartyコンドミニアム・アセットマネジメント株式会社
Disclosing companyMFS,Inc.
Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

INVASE business (operation of the online real estate investment service INVASE, brokerage of real estate investment loans, provision of information on real estate investment and related activities)

Net Sales¥333.005 million (fiscal year ended June 2025)
Consideration and expenses
Type of ConsiderationNo consideration (no shares or other consideration will be allocated or delivered)
Impact on Business Performance

The impact of this company split on the Company's consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified and abbreviated company split, no general meetings of shareholders will be held by the Company or コンドミニアム・アセットマネジメント株式会社. Other conditions precedent are Not disclosed.
Management structure after acquisitionFollowing the company split, there will be no changes to the names, locations, titles and names of the representatives, business descriptions, capital or fiscal year-end of either company. The acquiring company will assume the employment contracts of the employees engaged in this business.
This transaction
ItemDetails
Transaction nameThis company split (absorption-type company split)
Counterparty nameコンドミニアム・アセットマネジメント株式会社
Business Description of the Subject CompanyINVASE business (operation of the online real estate investment service INVASE, brokerage of real estate investment loans, provision of information on real estate investment and related activities)
Net Sales of the Subject Company¥333.005 million (fiscal year ended June 2025)
Type of ConsiderationNo consideration (no shares or other consideration will be allocated or delivered)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact of this company split on the Company's consolidated results will be immaterial.
Date of board resolution21 July 2026
Contract Date21 July 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionAs this is a simplified and abbreviated company split, no general meetings of shareholders will be held by the Company or コンドミニアム・アセットマネジメント株式会社. Other conditions precedent are Not disclosed.
Management structure after acquisitionFollowing the company split, there will be no changes to the names, locations, titles and names of the representatives, business descriptions, capital or fiscal year-end of either company. The acquiring company will assume the employment contracts of the employees engaged in this business.
Items this document does not state (20)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

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.

To consolidate the real estate investment-related functions currently dispersed across the Group under コンドミニアム・アセットマネジメント株式会社, thereby speeding up decision-making, optimizing the allocation of management resources and improving operational efficiency, with the aim of enhancing the Group's overall corporate value.

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Notice Regarding the Succession of the INVASE Business Through Group Organizational Restructuring (Company Split with a Wholly Owned Subsidiary) | MFS,Inc. (196A) timely disclosure | Komori