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M&A and Subsidiary Changes3070JELLY BEANS GROUP Co.,Ltd.Trading & Wholesale

Notice Regarding the Capital and Business Alliance with グローバルクラウドエステート and the Establishment of a Subsidiary

JELLY BEANS GROUP Co.,Ltd. will acquire 1,000 shares of グローバルクラウドエステート from its existing shareholders for ¥100 million, resulting in an equity interest representing 5.5% of the voting rights. In addition, it will establish a wholly owned subsidiary by the end of May 2026 to handle marketing for the alliance business.

Worth reading
58In focus
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Direction
Improvement
Direction inferred from the company’s description.
Scale
100000000
¥
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This alliance (capital and business alliance) and establishment of a subsidiary / acquisition of these shares
Counterparty株式会社グローバルクラウドエステート, ジャパンメデュケーション
Disclosing companyJELLY BEANS GROUP Co.,Ltd.
株式会社グローバルクラウドエステートVoting rights ownership percentageNumber of shares acquired 1,000 shares (the number of voting rights is not stated)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

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

Specified joint real estate ventures, real estate sales, leasing and management and related brokerage, management consulting, and other businesses

Location Kawasaki, Kanagawa PrefectureShare capital ¥100,440,000Date of incorporation January 2012
Net Sales¥1,730 million (fiscal year ended November 2025)
Operating profit¥65 million (fiscal year ended November 2025)
Net income for the current fiscal year¥1 million (fiscal year ended November 2025)
Net assets¥96 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition price¥100,000,000 (¥100,000 per share)
Type of ConsiderationCash
Impact on Business Performance

The impact of this alliance and related matters on the Company’s results for the fiscal year ending January 2027 is currently being examined. If the need for timely disclosure arises, the Company will promptly make an announcement.

Procedures and assumptions
Valuation methodologyPrice-earnings ratio method
Management structure after acquisitionThe newly established 株式会社 JB マーケティング (tentative name) will be wholly owned by the Company, with Miyazaki Akira (宮﨑 明) as its representative. Miyazaki Akira (宮﨑 明), Tachikawa Mitsuaki (立川光昭) and Hayashi Hikaru (林光) are予定 to concurrently serve as directors, while Baba Takanobu (馬場崇暢) is予定 to concurrently serve as corporate auditor. The company will conduct advertising and marketing-related business within the Group, advertising agency operations, PR support, event promotion, media operations, e-commerce support services and outsourced social media management, among other activities.
This transaction
ItemDetails
Transaction nameThis alliance (capital and business alliance) and establishment of a subsidiary / acquisition of these shares
Counterparty name株式会社グローバルクラウドエステート, ジャパンメデュケーション
Name of the Subject Company株式会社グローバルクラウドエステート
Business Description of the Subject CompanySpecified joint real estate ventures, real estate sales, leasing and management and related brokerage, management consulting, and other businesses
Location of the Subject CompanyKawasaki, Kanagawa Prefecture
Capital Stock of the Subject Company¥100,440,000
Date of Establishment of the Subject CompanyJanuary 2012
Net Sales of the Subject Company¥1,730 million (fiscal year ended November 2025)
Operating Profit of the Subject Company¥65 million (fiscal year ended November 2025)
Net Income of the Subject Company¥1 million (fiscal year ended November 2025)
Net Assets of the Subject Company¥96 million (fiscal year ended November 2025)
Acquisition price¥100,000,000 (¥100,000 per share)
Type of ConsiderationCash
Number of shares acquired1,000 shares (the number of voting rights is not stated)
Voting rights ownership percentageAfter 5.5% (before not disclosed)
Impact on Business PerformanceThe impact of this alliance and related matters on the Company’s results for the fiscal year ending January 2027 is currently being examined. If the need for timely disclosure arises, the Company will promptly make an announcement.
Date of board resolution28 April 2026
Contract Date28 April 2026
Execution Date / Effective Date30 April 2026 (payment date for the third-party allotment capital increase), and establishment of the subsidiary in May 2026 (予定)
Valuation methodologyPrice-earnings ratio method
Management structure after acquisitionThe newly established 株式会社 JB マーケティング (tentative name) will be wholly owned by the Company, with Miyazaki Akira (宮﨑 明) as its representative. Miyazaki Akira (宮﨑 明), Tachikawa Mitsuaki (立川光昭) and Hayashi Hikaru (林光) are予定 to concurrently serve as directors, while Baba Takanobu (馬場崇暢) is予定 to concurrently serve as corporate auditor. The company will conduct advertising and marketing-related business within the Group, advertising agency operations, PR support, event promotion, media operations, e-commerce support services and outsourced social media management, among other activities.
Items this document does not state (11)
Expenses 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)Independent 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.

To enter the real estate crowdfunding business and diversify its earnings base, the Company will serve as the exclusive agent for “Camel,” handling customer acquisition and marketing, while pursuing the inclusion of grid-connected battery storage projects in funds and the enhancement of an investment platform using Web3 and IT technologies. The new company will also consolidate the Group’s marketing functions to reduce costs and maximize sales.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Capital and Business Alliance with グローバルクラウドエステート and the Establishment of a Subsidiary | JELLY BEANS GROUP Co.,Ltd. (3070) timely disclosure | Komori