Komori
M&A and Subsidiary Changes2454All About,Inc.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company transferred all 3,000 shares of 株式会社みらいバンク, formerly a consolidated subsidiary, to 株式会社 MILIZE, and みらいバンク ceased to be subject to consolidation. Following the transfer, the Company, MILIZE and みらいバンク will continue to collaborate in providing services and other areas.

Worth reading
49Recurring
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
33740
Thousands of yen (gain on sale of shares in an affiliated company in the consolidated financial statements)
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyName of partner: 株式会社 MILIZE
Disclosing companyAll About,Inc.
株式会社みらいバンクVoting rights ownership percentageNumber of shares acquired 3,000 shares (number of shares transferred; number of voting rights not stated)

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

Execution Date / Effective Date2 September 2026
Target company

Banking agency business

Location Minato-ku, TokyoShare capital ¥30 millionDate of incorporation 17 June 2022
Consideration and expenses
Acquisition priceThe Company has decided not to disclose this information due to confidentiality obligations. The consideration was determined based on the results of due diligence by external experts, taking into account the asset position and other factors.
Amount of extraordinary income (loss)For the second quarter (interim period) of the fiscal year ending March 2027, the Company expects to record a ¥33.740 million gain on sale of shares in an affiliated company as extraordinary income in its consolidated financial statements, and a ¥33.200 million loss on sale of shares in an affiliated company as an extraordinary loss in its non-consolidated financial statements.
Impact on Business Performance

The impact on results for the fiscal year ending March 2027 will be immaterial.

Procedures and assumptions
Valuation methodologyDetermined based on the results of due diligence by external specialists, taking into account the asset position and other factors
Management structure after acquisitionFollowing this share transfer, the relationship among みらいバンク, MILIZE and the Company remains favorable. In addition to having entered into an agreement concerning the provision of the Company's services to support MILIZE's business expansion, the 3 parties will continue to collaborate toward sustained growth.
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameName of partner: 株式会社 MILIZE
Name of the Subject Company株式会社みらいバンク
Business Description of the Subject CompanyBanking agency business
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company17 June 2022
Acquisition priceThe Company has decided not to disclose this information due to confidentiality obligations. The consideration was determined based on the results of due diligence by external experts, taking into account the asset position and other factors.
Number of shares acquired3,000 shares (number of shares transferred; number of voting rights not stated)
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)For the second quarter (interim period) of the fiscal year ending March 2027, the Company expects to record a ¥33.740 million gain on sale of shares in an affiliated company as extraordinary income in its consolidated financial statements, and a ¥33.200 million loss on sale of shares in an affiliated company as an extraordinary loss in its non-consolidated financial statements.
Impact on Business PerformanceThe impact on results for the fiscal year ending March 2027 will be immaterial.
Execution Date / Effective Date2 September 2026
Valuation methodologyDetermined based on the results of due diligence by external specialists, taking into account the asset position and other factors
Management structure after acquisitionFollowing this share transfer, the relationship among みらいバンク, MILIZE and the Company remains favorable. In addition to having entered into an agreement concerning the provision of the Company's services to support MILIZE's business expansion, the 3 parties will continue to collaborate toward sustained growth.
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountDate of board resolutionContract DateIndependent 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 determined that it would not be easy to quickly generate synergies between みらいバンク's mortgage referral service and the services of the Company Group. Accordingly, it sold the shares to secure funds needed for future growth investments and reallocate management resources toward sustained growth and an increase in corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Change in Consolidated Subsidiary (Share Transfer) | All About,Inc. (2454) timely disclosure | Komori