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M&A and Subsidiary Changes218ALiberaware Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Regarding the Establishment of a Domestic Subsidiary to Develop a Homegrown Unmanned Aircraft Platform for Disaster Response, Critical Infrastructure and National Security

Liberaware has decided to establish HINOTATE Co., Ltd., a wholly owned domestic subsidiary, to promote its Japan-made unmanned aircraft business for disaster preparedness, critical infrastructure and national security. The subsidiary is scheduled to be established in August 2026.

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This transaction

Establishment of a domestic subsidiary
Disclosing companyLiberaware Co.,Ltd.
株式会社HINOTATE (HINOTATE)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

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

・Research, development, design, manufacture, sale, operational support and maintenance of Japan-made dual-use unmanned aircraft and related solutions ・Research, development and provision of unmanned systems and related software and systems using physical AI and other artificial intelligence technologies ・Development of a domestic supply chain, including component parts for unmanned systems, and collaboration with related companies and relevant institutions ・Development and operation of unmanned systems and provision of various services in disaster preparedness and response, critical infrastructure protection, national security and other highly public-interest fields

Location Within Tokyo (予定)Share capital ¥100 million (予定)Date of incorporation August 2026 (scheduled)
Consideration and expenses
Type of ConsiderationCash
Impact on Business Performance

There will be no impact on consolidated results for the fiscal year ending July 2026. The impact on consolidated results from the fiscal year ending July 2027 onward is currently under review.

Procedures and assumptions
Management structure after acquisitionThe company will be HINOTATE Co., Ltd. (ヒノタテ), and its representative will be Hayashi Kohei (林 昂平), a director of Liberaware (予定). Employee treatment: not disclosed.
This transaction
ItemDetails
Transaction nameEstablishment of a domestic subsidiary
Name of the Subject Company株式会社HINOTATE (HINOTATE)
Business Description of the Subject Company・Research, development, design, manufacture, sale, operational support and maintenance of Japan-made dual-use unmanned aircraft and related solutions ・Research, development and provision of unmanned systems and related software and systems using physical AI and other artificial intelligence technologies ・Development of a domestic supply chain, including component parts for unmanned systems, and collaboration with related companies and relevant institutions ・Development and operation of unmanned systems and provision of various services in disaster preparedness and response, critical infrastructure protection, national security and other highly public-interest fields
Location of the Subject CompanyWithin Tokyo (予定)
Capital Stock of the Subject Company¥100 million (予定)
Date of Establishment of the Subject CompanyAugust 2026 (scheduled)
Type of ConsiderationCash
Voting rights ownership percentageAfter 100% ownership (before not disclosed)
Impact on Business PerformanceThere will be no impact on consolidated results for the fiscal year ending July 2026. The impact on consolidated results from the fiscal year ending July 2027 onward is currently under review.
Date of board resolution3 August 2026
Execution Date / Effective DateAugust 2026 (scheduled)
Management structure after acquisitionThe company will be HINOTATE Co., Ltd. (ヒノタテ), and its representative will be Hayashi Kohei (林 昂平), a director of Liberaware (予定). Employee treatment: not disclosed.
Items this document does not state (20)
Counterparty nameNet Sales 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)Contract DateValuation 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.

To build a foundation for medium- to long-term growth in anticipation of expanding demand for Japan-made unmanned aircraft in disaster preparedness and response, critical infrastructure protection and national security.

How to read this page

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Notice Regarding the Establishment of a Domestic Subsidiary to Develop a Homegrown Unmanned Aircraft Platform for Disaster Response, Critical Infrastructure and National Security | Liberaware Co.,Ltd. (218A) timely disclosure | Komori