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M&A and Subsidiary Changes247AAi ROBOTICS INC.Materials and Chemicals

(Update on Disclosed Matter) Notice of Completion of the Acquisition of Shares in BJC Co., Ltd. (Making It a Subsidiary and Sub-subsidiary)

The procedures for acquiring all shares of 株式会社BJC and the borrowing of acquisition financing have been completed. As a result, BJC became a subsidiary, and its wholly owned subsidiaries CHARIS, BEEK and CHARIS Korea became sub-subsidiaries.

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This transaction

This share acquisition
Disclosing companyAi ROBOTICS INC.
株式会社BJCVoting rights ownership percentageNumber of shares acquired All shares (number of shares and voting rights: Not disclosed)

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

Planning, importing, exporting and selling cosmetics, beauty products, health foods, miscellaneous goods and other products

Location Hakata-ku, Fukuoka City, Fukuoka PrefectureShare capital ¥196 millionDate of incorporation 25 February 2022
Consideration and expenses
Funding arrangementsFinancing arrangements
Impact on Business Performance

Impact on financial results

Procedures and assumptions
Management structure after acquisitionManagement structure following the acquisition
This transaction
ItemDetails
Transaction nameThis share acquisition
Name of the Subject Company株式会社BJC
Business Description of the Subject CompanyPlanning, importing, exporting and selling cosmetics, beauty products, health foods, miscellaneous goods and other products
Location of the Subject CompanyHakata-ku, Fukuoka City, Fukuoka Prefecture
Capital Stock of the Subject Company¥196 million
Date of Establishment of the Subject Company25 February 2022
Number of shares acquiredAll shares (number of shares and voting rights: Not disclosed)
Voting rights ownership percentageAfter 100% (before not disclosed)
Funding arrangementsFinancing arrangements
Impact on Business PerformanceImpact on financial results
Date of board resolution27 March 2026
Contract Date30 March 2026
Execution Date / Effective Date1 April 2026 (completed)
Management structure after acquisitionManagement structure following the acquisition
Items this document does not state (18)
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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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.

The rationale for the transaction has not been disclosed. The acquisition financing was borrowed from Mizuho Bank, Ltd. for the purpose of acquiring shares in 株式会社BJC.

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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.
(Update on Disclosed Matter) Notice of Completion of the Acquisition of Shares in BJC Co., Ltd. (Making It a Subsidiary and Sub-subsidiary) | Ai ROBOTICS INC. (247A) timely disclosure | Komori