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

Notice Concerning the Settlement of a Dispute Related to the Acquisition of Shares in フランチャイズビジネスインキュベーション株式会社 and Its Conversion into a Wholly Owned Subsidiary

A settlement was reached in the dispute concerning the acquisition of shares, and the Company acquired the remaining 42% of the shares in FBI for consideration. As a result, FBI became the Company's wholly owned subsidiary, with the Company holding a 100% ownership interest.

Worth reading
53Recurring
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
42
Percentage of total issued shares (%)
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
CounterpartyHayasaka Naoki (早坂直樹), 株式会社 N&S Partners, Kato Hideyuki (加藤秀行), Ito Mitsushige (伊藤光茂)
Disclosing companyAI FUSION CAPITAL GROUP CORP.
フランチャイズビジネスインキュベーション株式会社Voting rights ownership percentageNumber of shares acquired 42% of FBI's total shares issued. The number of voting rights is Not disclosed

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

Date of board resolution10 August 2026
Contract Date10 August 2026
Execution Date / Effective Date10 August 2026
Target company

Franchise headquarters operations

Location Takashima, Shiga PrefectureShare capital ¥17,500,000 (as of 31 August 2025)Date of incorporation 2 September 2020
Consideration and expenses
Acquisition priceNot disclosed pursuant to confidentiality provisions (the Company is withholding details of the settlement, including the acquisition consideration)
Type of ConsiderationCash (acquisition for consideration)
Impact on Business Performance

The profit or loss for the current period attributable to non-controlling interests and the profit or loss for the current period attributable to owners of the parent will be affected. The amount is Not disclosed

Procedures and assumptions
Management structure after acquisitionFBI will become the Company's wholly owned subsidiary. Details regarding its corporate name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameHayasaka Naoki (早坂直樹), 株式会社 N&S Partners, Kato Hideyuki (加藤秀行), Ito Mitsushige (伊藤光茂)
Name of the Subject Companyフランチャイズビジネスインキュベーション株式会社
Business Description of the Subject CompanyFranchise headquarters operations
Location of the Subject CompanyTakashima, Shiga Prefecture
Capital Stock of the Subject Company¥17,500,000 (as of 31 August 2025)
Date of Establishment of the Subject Company2 September 2020
Acquisition priceNot disclosed pursuant to confidentiality provisions (the Company is withholding details of the settlement, including the acquisition consideration)
Type of ConsiderationCash (acquisition for consideration)
Number of shares acquired42% of FBI's total shares issued. The number of voting rights is Not disclosed
Voting rights ownership percentageBefore 58% → after 100%
Impact on Business PerformanceThe profit or loss for the current period attributable to non-controlling interests and the profit or loss for the current period attributable to owners of the parent will be affected. The amount is Not disclosed
Date of board resolution10 August 2026
Contract Date10 August 2026
Execution Date / Effective Date10 August 2026
Management structure after acquisitionFBI will become the Company's wholly owned subsidiary. Details regarding its corporate name, representative and treatment of employees are Not disclosed
Items this document does not state (16)
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 priceMerger 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.

The Company determined that resolving the matter promptly was the best course of action, taking shareholders and other stakeholders into consideration.

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 Concerning the Settlement of a Dispute Related to the Acquisition of Shares in フランチャイズビジネスインキュベーション株式会社 and Its Conversion into a Wholly Owned Subsidiary | AI FUSION CAPITAL GROUP CORP. (254A) timely disclosure | Komori