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M&A and Subsidiary Changes2153E・J Holdings Inc.Information and Communications, Services and Others

Notice Concerning a Change in an Equity-Method Affiliate (Share Transfer)

E・Jホールディングス has decided to transfer all 538,000 shares it holds in its equity-method affiliate 演算工房 to KAJIMA CORPORATION. As a result, 演算工房 will cease to be an equity-method affiliate of E・Jホールディングス.

Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
2708
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyKAJIMA CORPORATION
Disclosing companyE・J Holdings Inc.
演算工房Voting rights ownership percentageNumber of shares acquired 538,000 shares (number of voting rights: 538,000)

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

Development, field implementation, operation and maintenance of measurement and construction management systems for mountain tunnels and shield tunnels in Japan and overseas, as well as the commercialization and external sale of related technologies

Location Kamigyo-ku, KyotoShare capital ¥80 millionDate of incorporation January 2001
Net Sales¥3,492.263 million (fiscal year ended June 2025)
Net income for the current fiscal year¥316.666 million (fiscal year ended June 2025)
Net assets¥3,376.818 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition price¥2,708 million
Type of ConsiderationCash
Impact on Business Performance

The impact on full-year results for the fiscal year ending May 2027 is currently under review. The company will promptly disclose any matter that should be disclosed.

This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameKAJIMA CORPORATION
Name of the Subject Company演算工房
Business Description of the Subject CompanyDevelopment, field implementation, operation and maintenance of measurement and construction management systems for mountain tunnels and shield tunnels in Japan and overseas, as well as the commercialization and external sale of related technologies
Location of the Subject CompanyKamigyo-ku, Kyoto
Capital Stock of the Subject Company¥80 million
Date of Establishment of the Subject CompanyJanuary 2001
Net Sales of the Subject Company¥3,492.263 million (fiscal year ended June 2025)
Net Income of the Subject Company¥316.666 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥3,376.818 million (fiscal year ended June 2025)
Acquisition price¥2,708 million
Type of ConsiderationCash
Number of shares acquired538,000 shares (number of voting rights: 538,000)
Voting rights ownership percentageBefore 35.61% → after 0%
Impact on Business PerformanceThe impact on full-year results for the fiscal year ending May 2027 is currently under review. The company will promptly disclose any matter that should be disclosed.
Date of board resolution19 August 2026
Contract Date19 August 2026
Execution Date / Effective DateEnd of August 2026 (scheduled)
Items this document does not state (14)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceMerger 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 ExecutionManagement structure after acquisition

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 transfer is intended to combine KAJIMA CORPORATION’s automated construction technology with 演算工房’s system development capabilities and field engineering expertise, accelerate the development and commercialization of services and products, and expand into domestic and overseas markets. E・Jホールディングス agreed with this proposal for 演算工房’s next stage of growth.

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Notice Concerning a Change in an Equity-Method Affiliate (Share Transfer) | E・J Holdings Inc. (2153) timely disclosure | Komori