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M&A and Subsidiary Changes2667ImageONE Co.,Ltd.Trading & Wholesale

Notice Regarding the Acquisition of Shares (Making the Company a Subsidiary)

The Company has decided to acquire all 3,000 shares of 株式会社プリズム・メディカル, making it a subsidiary with 100% of the voting rights. The acquisition price is undisclosed due to confidentiality obligations, and the share transfer is scheduled to take place on 31 July 2026.

Worth reading
48Recurring
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
3000
Shares acquired
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyKudo Katsumi (工藤 克美), Kudo Tomomi (工藤 知実)
Disclosing companyImageONE Co.,Ltd.
株式会社プリズム・メディカルVoting rights ownership percentageNumber of shares acquired 3,000 shares (number of voting rights: 3,000)

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.
Target company

Consulting services relating to the use and implementation of computers; research, development and sale of computer software; import and export of computer software; import and export of computers and peripheral equipment; leasing and rental of computer systems; placement of computer engineers; and manufacture and sale of medical devices, among other activities

Location Chuo-ku, SapporoShare capital ¥30 millionDate of incorporation January 1997
Net Sales¥131.141 million (fiscal year ended September 2025)
Operating profit¥15.386 million (fiscal year ended September 2025)
Net income for the current fiscal year¥11.916 million (fiscal year ended September 2025)
Net assets¥66.097 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed pursuant to the confidentiality agreement with the counterparty.
Impact on Business Performance

The impact of the share acquisition on results for the fiscal year ending September 2026 is currently under internal review. If it becomes necessary to revise the earnings forecast, the Company will disclose the revision promptly.

Procedures and assumptions
Valuation methodologyThe price was determined through discussions with the counterparty, taking into comprehensive consideration the results of financial due diligence, share valuation and legal due diligence conducted by external specialists.
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameKudo Katsumi (工藤 克美), Kudo Tomomi (工藤 知実)
Name of the Subject Company株式会社プリズム・メディカル
Business Description of the Subject CompanyConsulting services relating to the use and implementation of computers; research, development and sale of computer software; import and export of computer software; import and export of computers and peripheral equipment; leasing and rental of computer systems; placement of computer engineers; and manufacture and sale of medical devices, among other activities
Location of the Subject CompanyChuo-ku, Sapporo
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject CompanyJanuary 1997
Net Sales of the Subject Company¥131.141 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥15.386 million (fiscal year ended September 2025)
Net Income of the Subject Company¥11.916 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥66.097 million (fiscal year ended September 2025)
Acquisition priceThe acquisition price will not be disclosed pursuant to the confidentiality agreement with the counterparty.
Number of shares acquired3,000 shares (number of voting rights: 3,000)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact of the share acquisition on results for the fiscal year ending September 2026 is currently under internal review. If it becomes necessary to revise the earnings forecast, the Company will disclose the revision promptly.
Date of board resolution14 July 2026
Contract Date15 July 2026
Execution Date / Effective Date31 July 2026 (planned)
Valuation methodologyThe price was determined through discussions with the counterparty, taking into comprehensive consideration the results of financial due diligence, share valuation and legal due diligence conducted by external specialists.
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)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 プリズム into the Group, following its previous cooperation with the Company as an OEM partner, and integrate development, sales and maintenance. The Company cites faster product development, improved customer support capabilities, optimization of outsourcing costs, and greater stability in its earnings structure by bringing maintenance revenue in-house.

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 Regarding the Acquisition of Shares (Making the Company a Subsidiary) | ImageONE Co.,Ltd. (2667) timely disclosure | Komori