Komori
Business Alliance2134Kitahama Capital Partners Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Partial Transfer of an Equity Interest in a Consolidated Subsidiary and the Joint Venture

The Company transferred a 50% interest in its consolidated subsidiary 忍者エナジー to PEHJ for US$20,000,000 and entered into an agreement with PEHJ to jointly pursue the AI data center business. Following the transfer, the Company plans to continue overseeing the business operations of 忍者エナジー and retain it as a consolidated subsidiary.

Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
31
¥100 million (approx.)
Wording
Avoiding a definitive answer
How definitive the wording is.

Agreements reached under this partnership

Joint venture
2134Kitahama Capital Partners Co.,Ltd.
Alliance partnerPOWER ENERGY (THAILAND) COMPANY LIMITED / パワーエナジーホールディングス日本株式会社
Details of the alliance
  1. 1

    The Company entered into an agreement to transfer a 50% interest in 忍者エナジー to PEHJ for a transfer price of US$20,000,000 (approximately ¥3.1 billion).

  2. 2

    With PEHJ as a joint investor, the Company will jointly promote the AI data center business through 忍者エナジー.

  3. 3

    The transfer of the interest will be completed after the full transfer consideration has been received. As the Company will continue overseeing the business operations of 忍者エナジー after the transfer, it plans to retain 忍者エナジー as a consolidated subsidiary.

  4. 4

    As of today, the transfer consideration has not been received, and the counterparty's ability to raise the funds has not been confirmed. The transfer of the interest will be completed after confirming the existence of the funds and receiving the necessary documents.

These are items that the documents state the two companies will work on. The lines above and below represent arrangements between the two companies.

Numerical targets under the alliance

The planned power intake capacity is 41 MW. However, this is a provisional figure as of the present time, and the timing for achieving it is Not disclosed.

Capital and personnel relationships

This indicates whether the companies will do more than work together, such as holding each other’s shares or seconding personnel (capital and business alliance).

50.00%Our ownership stake in the partner’s shares
Shareholding ratio 50% interest
Number of shares acquired50% interest
Acquisition priceUS$20,000,000 (approximately ¥3.1 billion)
Ownership ratioThe Company 50%; PEHJ 50% (following the transfer)
Overview of the joint ventureName 忍者エナジー合同会社 / Location 2-1-13 Kitahama, Chuo-ku, Osaka / Business Description Data center business (ownership of a site for business operations in Iga, Mie Prefecture) / Capital Contributions Capital: ¥10,000 / Ownership ratio 北浜キャピタルパートナーズ株式会社 50%; パワーエナジーホールディングス日本株式会社 50% (planned)
Dispatch of directors and officersThe Company will continue to oversee the business operations of 忍者エナジー as its representative member. The dispatch of directors, corporate auditors or other officers by PEHJ is Not disclosed.
Shareholding PolicyThe Company plans to retain 忍者エナジー as a consolidated subsidiary after the transfer. Lock-up and transfer restrictions are Not disclosed.
About the partner
Business DescriptionPower generation using solar and biomass / Operation of grid-scale battery storage facilities, operation of renewable energy businesses, and development and operation of AI data centers
LocationSaraburi Province, Thailand / Minato-ku, Tokyo
Share capitalTHB 5,000,000 (approximately ¥23 million) / ¥100,000
Impact on Business Performance

For the fiscal year ending March 2027, the Company expects to record a gain on the sale of shares of an affiliate as extraordinary income in its non-consolidated financial statements for the third quarter. However, the amount is currently under review. In the consolidated financial statements, the transaction is expected to be accounted for as a capital transaction and have no impact on consolidated profit or loss.

Date of board resolution26 October 2026Contract Date26 October 2026Alliance start dateThe date on which receipt of the full transfer consideration is confirmed (planned)Share Acquisition Date and Payment DateDate of completion of the transfer of the interest: the date on which receipt of the full transfer consideration is confirmed (planned)
Agreements reached under this partnership
ItemDetails
Name of alliance partnerPOWER ENERGY (THAILAND) COMPANY LIMITED, パワーエナジーホールディングス日本株式会社
Alliance partner's business activitiesPower generation using solar and biomass, Operation of grid-scale battery storage facilities, operation of renewable energy businesses, and development and operation of AI data centers
Alliance partner's locationSaraburi Province, Thailand, Minato-ku, Tokyo
Alliance partner's capitalTHB 5,000,000 (approximately ¥23 million), ¥100,000
Type of allianceJoint venture
Details of the allianceThe Company entered into an agreement to transfer a 50% interest in 忍者エナジー to PEHJ for a transfer price of US$20,000,000 (approximately ¥3.1 billion)., With PEHJ as a joint investor, the Company will jointly promote the AI data center business through 忍者エナジー., The transfer of the interest will be completed after the full transfer consideration has been received. As the Company will continue overseeing the business operations of 忍者エナジー after the transfer, it plans to retain 忍者エナジー as a consolidated subsidiary., As of today, the transfer consideration has not been received, and the counterparty's ability to raise the funds has not been confirmed. The transfer of the interest will be completed after confirming the existence of the funds and receiving the necessary documents.
Number of shares acquired50% interest
Acquisition priceUS$20,000,000 (approximately ¥3.1 billion)
Shareholding ratio100% interest → 50% interest(Down 50%)
Overview of the joint ventureName 忍者エナジー合同会社 / Location 2-1-13 Kitahama, Chuo-ku, Osaka / Business Description Data center business (ownership of a site for business operations in Iga, Mie Prefecture) / Capital Contributions Capital: ¥10,000 / Ownership ratio 北浜キャピタルパートナーズ株式会社 50%; パワーエナジーホールディングス日本株式会社 50% (planned)
Ownership ratioThe Company 50%; PEHJ 50% (following the transfer)
Dispatch of directors and officersThe Company will continue to oversee the business operations of 忍者エナジー as its representative member. The dispatch of directors, corporate auditors or other officers by PEHJ is Not disclosed.
Numerical targets under the allianceThe planned power intake capacity is 41 MW. However, this is a provisional figure as of the present time, and the timing for achieving it is Not disclosed.
Shareholding PolicyThe Company plans to retain 忍者エナジー as a consolidated subsidiary after the transfer. Lock-up and transfer restrictions are Not disclosed.
Date of board resolution26 October 2026
Contract Date26 October 2026
Alliance start dateThe date on which receipt of the full transfer consideration is confirmed (planned)
Share Acquisition Date and Payment DateDate of completion of the transfer of the interest: the date on which receipt of the full transfer consideration is confirmed (planned)
Impact on Business PerformanceFor the fiscal year ending March 2027, the Company expects to record a gain on the sale of shares of an affiliate as extraordinary income in its non-consolidated financial statements for the third quarter. However, the amount is currently under review. In the consolidated financial statements, the transaction is expected to be accounted for as a capital transaction and have no impact on consolidated profit or loss.
Items this document does not state (4)
Alliance partner's net salesAlliance partner's operating incomeContract PeriodChange in major shareholders

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 diversify funding sources for businesses requiring capital investment, secure a joint investor and promote the AI data center business.

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Notice Regarding the Partial Transfer of an Equity Interest in a Consolidated Subsidiary and the Joint Venture | Kitahama Capital Partners Co.,Ltd. (2134) timely disclosure | Komori