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M&A and Subsidiary Changes3323RECOMM CO.,LTD.Trading & Wholesale

Notice Regarding Completion of the Acquisition of Shares in 株式会社とみや (Making It a Subsidiary) and the Effectiveness of the Simplified Share Exchange (Making It a Wholly Owned Subsidiary)

The share transfer and simplified share exchange involving 株式会社とみや were completed, and all of とみや’s issued shares were acquired, making it a wholly owned subsidiary.

Worth reading
63In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
100
Ownership ratio (after change)
Wording
Definitive
How definitive the wording is.

This transaction

This share transfer and this share exchange
Disclosing companyRECOMM CO.,LTD.
株式会社とみやVoting rights ownership percentageNumber of shares acquired 4,891 shares (number of voting rights: 4,891)

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

Sales of stationery, office equipment, paper products, educational materials, scientific and laboratory equipment, weighing instruments, surveying equipment, office furniture, OA equipment and other products

Location Yuzawa, Akita PrefectureShare capital ¥10 millionDate of incorporation 29 October 1965 (Showa 40) (founded in 1797 (Kansei 9))
Consideration and expenses
Acquisition priceThe acquisition price is not disclosed pursuant to a confidentiality agreement with the seller of the shares.
Type of ConsiderationMixed (the consideration for the acquisition through the share transfer is not disclosed; 865,000 shares of the Company’s common stock were issued in the share exchange)
Impact on Business Performance

The impact on consolidated profit and loss for the fiscal year ending September 2026 is expected to be limited.

Procedures and assumptions
Valuation methodologyShare valuation by an independent valuation institution
Independent valuation institution株式会社ユニヴィスコンサルティング
Conditions Precedent to ExecutionApproval at an extraordinary general meeting of shareholders of とみや of the share exchange agreement. At the Company, shareholder approval was not required because this was a simplified share exchange under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionとみや became the Company’s wholly owned subsidiary. Tamaru Yasutaka (田丸安孝) became its representative director and president effective 4 September 2026. The corporate name and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameThis share transfer and this share exchange
Name of the Subject Company株式会社とみや
Business Description of the Subject CompanySales of stationery, office equipment, paper products, educational materials, scientific and laboratory equipment, weighing instruments, surveying equipment, office furniture, OA equipment and other products
Location of the Subject CompanyYuzawa, Akita Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company29 October 1965 (Showa 40) (founded in 1797 (Kansei 9))
Acquisition priceThe acquisition price is not disclosed pursuant to a confidentiality agreement with the seller of the shares.
Type of ConsiderationMixed (the consideration for the acquisition through the share transfer is not disclosed; 865,000 shares of the Company’s common stock were issued in the share exchange)
Number of shares acquired4,891 shares (number of voting rights: 4,891)
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThe impact on consolidated profit and loss for the fiscal year ending September 2026 is expected to be limited.
Date of board resolution17 August 2026
Contract Date17 August 2026
Execution Date / Effective DateShare transfer execution date: 4 September 2026. Share exchange effective date: 7 September 2026
Valuation methodologyShare valuation by an independent valuation institution
Independent valuation institution株式会社ユニヴィスコンサルティング
Conditions Precedent to ExecutionApproval at an extraordinary general meeting of shareholders of とみや of the share exchange agreement. At the Company, shareholder approval was not required because this was a simplified share exchange under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionとみや became the Company’s wholly owned subsidiary. Tamaru Yasutaka (田丸安孝) became its representative director and president effective 4 September 2026. The corporate name and treatment of employees are not disclosed.
Items this document does not state (14)
Counterparty nameNet 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)Special Committee

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 and rationale for the transaction are not explained in the body of the disclosure. The impact on consolidated profit and loss for the fiscal year ending September 2026 is expected to be limited.

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 Completion of the Acquisition of Shares in 株式会社とみや (Making It a Subsidiary) and the Effectiveness of the Simplified Share Exchange (Making It a Wholly Owned Subsidiary) | RECOMM CO.,LTD. (3323) timely disclosure | Komori