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M&A and Subsidiary Changes254AAI FUSION CAPITAL GROUP CORP.Financials (excluding banks)

Notice Regarding the Acquisition of Shares in 催事ジャパン株式会社 by a Consolidated Subsidiary of the Company and the Target's Inclusion in the Scope of Consolidation

MSH, our consolidated subsidiary, has decided to acquire a 51% stake in 催事ジャパン株式会社 and make it a consolidated subsidiary. The acquisition price is ¥51 million.

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
51000000
¥
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
Counterpartyデアベルス・インベストメント合同会社
Disclosing companyAI FUSION CAPITAL GROUP CORP.
催事ジャパン株式会社Voting rights ownership percentageNumber of shares acquired 51 shares (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.

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

Comprehensive operation of the Japanese confectionery event business

Location Chuo-ku, TokyoShare capital ¥100,000 (as of 31 May 2026)Date of incorporation 8 May 2026
Net SalesNo sales recorded (as of 15 June 2026)
Consideration and expenses
Acquisition priceTotal acquisition cost this time: ¥51,000,000
Type of ConsiderationCash
Impact on Business Performance

The impact of this transaction on the Group's financial results is currently under review. However, the growth of the business and the realization of Group synergies are expected to contribute to the expansion of the Group's financial results over the medium to long term.

Procedures and assumptions
Valuation methodologyAn independent third party conducted a valuation of shareholder value. The valuation used a DCF method based on 30 April 2026 as the valuation date and adopted a conservative scenario that excluded highly uncertain factors from the business plans for the fiscal years ending December 2026 through December 2028.
Independent valuation institutionルート株式会社
Management structure after acquisition催事ジャパン株式会社 will become our consolidated subsidiary. Not disclosed regarding any change of corporate name and the treatment of its representative and employees.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameデアベルス・インベストメント合同会社
Name of the Subject Company催事ジャパン株式会社
Business Description of the Subject CompanyComprehensive operation of the Japanese confectionery event business
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥100,000 (as of 31 May 2026)
Date of Establishment of the Subject Company8 May 2026
Net Sales of the Subject CompanyNo sales recorded (as of 15 June 2026)
Acquisition priceTotal acquisition cost this time: ¥51,000,000
Type of ConsiderationCash
Number of shares acquired51 shares (number of voting rights not stated)
Voting rights ownership percentageBefore デアベルス・インベストメント合同会社: 100.0% → after MSH: 51.0% (the remaining 49.0% will be held by デアベルス・インベストメント合同会社)
Impact on Business PerformanceThe impact of this transaction on the Group's financial results is currently under review. However, the growth of the business and the realization of Group synergies are expected to contribute to the expansion of the Group's financial results over the medium to long term.
Date of board resolution15 June 2026
Execution Date / Effective DateEarly July 2026 (予定)
Valuation methodologyAn independent third party conducted a valuation of shareholder value. The valuation used a DCF method based on 30 April 2026 as the valuation date and adopted a conservative scenario that excluded highly uncertain factors from the business plans for the fiscal years ending December 2026 through December 2028.
Independent valuation institutionルート株式会社
Management structure after acquisition催事ジャパン株式会社 will become our consolidated subsidiary. Not disclosed regarding any change of corporate name and the treatment of its representative and employees.
Items this document does not state (14)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateSpecial 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 purpose is to bring the Japanese confectionery event business into the Group and expand a stable earnings base. We have also determined that the growth of 催事ジャパン株式会社 and its existing businesses can be accelerated by leveraging our Group's franchise network, AI and DX capabilities, social media marketing, and networks with local governments and financial institutions.

How to read this page

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Notice Regarding the Acquisition of Shares in 催事ジャパン株式会社 by a Consolidated Subsidiary of the Company and the Target's Inclusion in the Scope of Consolidation | AI FUSION CAPITAL GROUP CORP. (254A) timely disclosure | Komori