Komori
M&A and Subsidiary Changes2469Hibino CorporationInformation and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社フォトロン企画, to Which Part of the Business of 株式会社フォトロン Will Be Transferred Through an Absorption-Type Company Split, and Its Conversion into a Subsidiary

Hibino will acquire 100% of the shares of 株式会社フォトロン企画, which will succeed to the video systems business of 株式会社フォトロン, making it a subsidiary. 株式会社メディア・ソリューションズ is also scheduled to become a subsidiary.

Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
627
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
Counterparty株式会社フォトロン
Disclosing companyHibino Corporation
株式会社フォトロン企画, 株式会社メディア・ソリューションズVoting rights ownership percentageNumber of shares acquired 100 shares (100 voting rights)

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.White points represent dates designated as scheduled dates in the document.
Target company

Sales, system design, installation and maintenance of professional video equipment, Sales of professional video and audio equipment

Location Chiyoda-ku, Tokyo, Minato-ku, TokyoShare capital ¥1 million, ¥18 millionDate of incorporation March 2026, April 2001
Net SalesBusiness subject to the transaction: ¥4,982 million (fiscal year ended March 2025), 株式会社メディア・ソリューションズ: ¥260 million (fiscal year ended March 2025)
Operating profitBusiness subject to the transaction: ¥177 million (fiscal year ended March 2025), 株式会社メディア・ソリューションズ: ¥1 million (fiscal year ended March 2025)
Net income for the current fiscal year株式会社フォトロン企画: not disclosed, 株式会社メディア・ソリューションズ: loss of ¥0 million (fiscal year ended March 2025)
Net assetsBusiness subject to the transaction: ¥222 million (fiscal year ended March 2025), 株式会社メディア・ソリューションズ: ¥7 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥619 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥8 million
Type of ConsiderationCash
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the fiscal year ending March 2026 will be immaterial.

Procedures and assumptions
Management structure after acquisition株式会社フォトロン企画 and 株式会社メディア・ソリューションズ are scheduled to become consolidated subsidiaries of the Company from the second quarter of the fiscal year ending March 2027.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty name株式会社フォトロン
Name of the Subject Company株式会社フォトロン企画, 株式会社メディア・ソリューションズ
Business Description of the Subject CompanySales, system design, installation and maintenance of professional video equipment, Sales of professional video and audio equipment
Location of the Subject CompanyChiyoda-ku, Tokyo, Minato-ku, Tokyo
Capital Stock of the Subject Company¥1 million, ¥18 million
Date of Establishment of the Subject CompanyMarch 2026, April 2001
Net Sales of the Subject CompanyBusiness subject to the transaction: ¥4,982 million (fiscal year ended March 2025), 株式会社メディア・ソリューションズ: ¥260 million (fiscal year ended March 2025)
Operating Profit of the Subject CompanyBusiness subject to the transaction: ¥177 million (fiscal year ended March 2025), 株式会社メディア・ソリューションズ: ¥1 million (fiscal year ended March 2025)
Net Income of the Subject Company株式会社フォトロン企画: not disclosed, 株式会社メディア・ソリューションズ: loss of ¥0 million (fiscal year ended March 2025)
Net Assets of the Subject CompanyBusiness subject to the transaction: ¥222 million (fiscal year ended March 2025), 株式会社メディア・ソリューションズ: ¥7 million (fiscal year ended March 2025)
Acquisition price¥619 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥8 million
Type of ConsiderationCash
Number of shares acquired100 shares (100 voting rights)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the fiscal year ending March 2026 will be immaterial.
Date of board resolution26 March 2026
Contract Date26 March 2026
Execution Date / Effective Date1 July 2026 (予定)
Management structure after acquisition株式会社フォトロン企画 and 株式会社メディア・ソリューションズ are scheduled to become consolidated subsidiaries of the Company from the second quarter of the fiscal year ending March 2027.
Items this document does not state (11)
Merger 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 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 expand sales of video equipment by incorporating a product lineup of professional video equipment, technologies and expertise related to video production workflows, and capabilities ranging from system design to operational support and maintenance, thereby deepening customer relationships with broadcasters, post-production companies and others.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in 株式会社フォトロン企画, to Which Part of the Business of 株式会社フォトロン Will Be Transferred Through an Absorption-Type Company Split, and Its Conversion into a Subsidiary | Hibino Corporation (2469) timely disclosure | Komori