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M&A and Subsidiary Changes2492Infomart CorporationInformation and Communications, Services and Others

Notice Regarding a Change in Consolidated Subsidiary Status (Acquisition of Shares)

Infomart Corporation acquired 584 shares of 株式会社K&Cファクトリー, making it a consolidated subsidiary with an 80.00% voting rights ownership ratio. Following the acquisition, the two companies will integrate their services, customer bases, and data to expand management support functions for restaurants.

Worth reading
51Recurring
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Direction
Improvement
Direction inferred from the company’s description.
Scale
575824
¥ thousand
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyAketa Norihisa (明田 典久), Hagiwara Toshitaka (萩原 敏貴), Mishima Yoshichika (三嶋 嘉睦)
Disclosing companyInfomart Corporation
株式会社K&C ファクトリーVoting rights ownership percentageNumber of shares acquired 584 shares (584 common shares), 584 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

Solution businesses, including the sale and operation of the “Pikaichi Navi” restaurant management system, as well as help desk services and system development

Location Shinjuku-ku, TokyoShare capital ¥10 millionDate of incorporation 16 April 2009
Net Sales¥485 million (fiscal year ended August 2025)
Operating profit¥46 million (fiscal year ended August 2025)
Net income for the current fiscal year¥30 million (fiscal year ended August 2025)
Net assets¥173 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition price¥575.824 million
Impact on Business Performance

The impact of making K&Cファクトリー a group company through this acquisition of shares on the company's consolidated results for the fiscal year ending December 2026 is expected to be immaterial. Over the medium term, however, the company believes that the transaction will contribute to improving the value of the services and earnings power of the group by promoting back-office DX in the food-service industry and building a next-generation service platform leveraging data and AI.

Procedures and assumptions
Management structure after acquisitionK&Cファクトリー will become a consolidated subsidiary (group company). Company name, representative, and employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameAketa Norihisa (明田 典久), Hagiwara Toshitaka (萩原 敏貴), Mishima Yoshichika (三嶋 嘉睦)
Name of the Subject Company株式会社K&C ファクトリー
Business Description of the Subject CompanySolution businesses, including the sale and operation of the “Pikaichi Navi” restaurant management system, as well as help desk services and system development
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company16 April 2009
Net Sales of the Subject Company¥485 million (fiscal year ended August 2025)
Operating Profit of the Subject Company¥46 million (fiscal year ended August 2025)
Net Income of the Subject Company¥30 million (fiscal year ended August 2025)
Net Assets of the Subject Company¥173 million (fiscal year ended August 2025)
Acquisition price¥575.824 million
Number of shares acquired584 shares (584 common shares), 584 voting rights
Voting rights ownership percentageBefore 0% → after 80.00%
Impact on Business PerformanceThe impact of making K&Cファクトリー a group company through this acquisition of shares on the company's consolidated results for the fiscal year ending December 2026 is expected to be immaterial. Over the medium term, however, the company believes that the transaction will contribute to improving the value of the services and earnings power of the group by promoting back-office DX in the food-service industry and building a next-generation service platform leveraging data and AI.
Date of board resolution15 September 2026
Contract DateBusiness alliance agreement and share transfer agreement: 15 September 2026
Execution Date / Effective Date30 September 2026 (予定)
Management structure after acquisitionK&Cファクトリー will become a consolidated subsidiary (group company). Company name, representative, and employee treatment: not disclosed
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger 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.

In the food business, the company aims to expand its support beyond order placement, purchasing, and cost management to include FL cost management, covering restaurants' food and labor costs. By integrating the two companies' services, customer bases, and data, it aims to improve and enhance the efficiency of restaurant management and build a next-generation management support platform leveraging data and AI.

How to read this page

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Notice Regarding a Change in Consolidated Subsidiary Status (Acquisition of Shares) | Infomart Corporation (2492) timely disclosure | Komori