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M&A and Subsidiary Changes2780Komehyo Holdings Co.,Ltd.Retail

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

KOMEHYO HOLDINGS CO., LTD. has decided to acquire 100% of the issued shares of ガレージバンク株式会社, making it a consolidated subsidiary. The acquisition price is ¥1.6 billion, and the share acquisition is scheduled to be completed on 29 July 2026 (tentative).

Worth reading
62In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1680000000
Japanese yen (total approximate amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyIndividual shareholder (name undisclosed)
Disclosing companyKomehyo Holdings Co.,Ltd.
ガレージバンク株式会社Voting rights ownership percentageNumber of shares acquired 467,864 shares (number of voting rights: 467,864)

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

Development and operation of the “cashari / Kashari” app for managing and utilizing physical assets

Location Minato-ku, TokyoShare capital ¥50 millionDate of incorporation 22 January 2020
Net Sales¥1,053.060 million (fiscal year ended December 2025)
Operating profitOperating loss: ¥206.850 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss attributable to the parent company: ¥242.614 million (fiscal year ended December 2025)
Net assets¥42.259 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceShares of ガレージバンク株式会社: ¥1,600,000,000
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥80,000,000
Type of ConsiderationCash
Impact on Business Performance

The impact on the consolidated earnings forecast for the fiscal year ending March 2027 is currently under review.

Procedures and assumptions
Management structure after acquisitionガレージバンク株式会社 is scheduled to become a consolidated subsidiary of the Company as of 29 July 2026.
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameIndividual shareholder (name undisclosed)
Name of the Subject Companyガレージバンク株式会社
Business Description of the Subject CompanyDevelopment and operation of the “cashari / Kashari” app for managing and utilizing physical assets
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company22 January 2020
Net Sales of the Subject Company¥1,053.060 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss: ¥206.850 million (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss attributable to the parent company: ¥242.614 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥42.259 million (fiscal year ended December 2025)
Acquisition priceShares of ガレージバンク株式会社: ¥1,600,000,000
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥80,000,000
Type of ConsiderationCash
Number of shares acquired467,864 shares (number of voting rights: 467,864)
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThe impact on the consolidated earnings forecast for the fiscal year ending March 2027 is currently under review.
Date of board resolution16 July 2026
Contract Date16 July 2026
Execution Date / Effective Date29 July 2026 (tentative)
Management structure after acquisitionガレージバンク株式会社 is scheduled to become a consolidated subsidiary of the Company as of 29 July 2026.
Items this document does not state (11)
Merger 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.

As a growth investment in line with its medium-term management plan, the Company intends to incorporate Garage Bank’s app, proprietary technologies such as image-based appraisal and credit assessment, customer data covering more than 400,000 customers, and its leaseback system. The Company states that it aims to strengthen the foundation of its existing businesses, grow GMV, expand its services and create new businesses by integrating the services and value chains of the two companies.

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Notice Regarding the Acquisition of Shares (Making the Company a Subsidiary) | Komehyo Holdings Co.,Ltd. (2780) timely disclosure | Komori