Worth reading
63In focus
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
49
% (additional acquisition interest in RIE shares)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterpartyName of counterparty, Name of target company
Disclosing companyRECOMM CO.,LTD.
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
Sale of environmental products, including LED lighting, commercial air conditioners and security surveillance cameras, and provision of new electricity services
Location Shibuya, TokyoShare capital ¥10 millionDate of incorporation 26 May 2016
Consideration and expenses
Acquisition priceShare portion: 920,188 shares of the Company's common stock (reference share price: ¥88). The cash portion and total consideration are Not disclosed
Type of ConsiderationMixed (the acquisition of treasury shares will be for cash, while the share exchange will use treasury shares held by the Company)
Merger ratio/share exchange ratioCompany:RIE = 1:approximately 20,448.62. The Company will be the wholly owning parent company in the share exchange, and RIE will be the wholly owned subsidiary
Funding arrangementsThe share exchange will be funded with 920,188 treasury shares held by the Company, and no new shares will be issued. The acquisition of treasury shares will be for cash, but the source of funds is Not disclosed
Goodwill amountNo goodwill will be recognized
Amount of extraordinary income (loss)The amounts of extraordinary income and extraordinary loss are Not disclosed. Differences arising from the disposal of treasury shares and other related items will not affect profit or loss
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated results for the fiscal years ending September 2026 and September 2027 is expected to be minor
Procedures and assumptions
Valuation methodologyThe Company's common stock was valued at ¥88, based on the simple average closing price on the Tokyo Stock Exchange over the most recent three-month period, with ¥87.53 rounded up to the nearest yen. RIE's shares were valued based on the Company's valuation of the shares using a future cash flow valuation based on the 34th fiscal year business plan, with the discount rate and other parameters being the same as those used in the Company's impairment test, together with discussions and negotiations between the parties
Conditions Precedent to ExecutionRIE plans to adopt a written resolution pursuant to Article 319, Paragraph 1 of the Companies Act on 26 October 2026. The Company plans to omit shareholder approval because this is a simplified share exchange, but shareholder approval will be required if notices of opposition are received from a specified number or more of the Company's shareholders
Management structure after acquisitionThere will be no change to the Company's corporate name, representative, business activities or capital. RIE will become a wholly owned subsidiary of the Company. Employee treatment is Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Name of counterparty, Name of target company |
| Name of the Subject Company | Name of target company |
| Business Description of the Subject Company | Sale of environmental products, including LED lighting, commercial air conditioners and security surveillance cameras, and provision of new electricity services |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 26 May 2016 |
| Acquisition price | Share portion: 920,188 shares of the Company's common stock (reference share price: ¥88). The cash portion and total consideration are Not disclosed |
| Type of Consideration | Mixed (the acquisition of treasury shares will be for cash, while the share exchange will use treasury shares held by the Company) |
| Merger ratio/share exchange ratio | Company:RIE = 1:approximately 20,448.62. The Company will be the wholly owning parent company in the share exchange, and RIE will be the wholly owned subsidiary |
| Number of shares acquired | 45 shares of RIE common stock (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 51.0％ → after 100％ |
| Funding arrangements | The share exchange will be funded with 920,188 treasury shares held by the Company, and no new shares will be issued. The acquisition of treasury shares will be for cash, but the source of funds is Not disclosed |
| Goodwill amount | No goodwill will be recognized |
| Amount of extraordinary income (loss) | The amounts of extraordinary income and extraordinary loss are Not disclosed. Differences arising from the disposal of treasury shares and other related items will not affect profit or loss |
| Impact on Business Performance | The impact on consolidated results for the fiscal years ending September 2026 and September 2027 is expected to be minor |
| Date of board resolution | 19 October 2026 |
| Contract Date | 19 October 2026 |
| Execution Date / Effective Date | The acquisition of treasury shares is scheduled for 26 October 2026, and the effective date of the share exchange is scheduled for 9 November 2026 |
| Valuation methodology | The Company's common stock was valued at ¥88, based on the simple average closing price on the Tokyo Stock Exchange over the most recent three-month period, with ¥87.53 rounded up to the nearest yen. RIE's shares were valued based on the Company's valuation of the shares using a future cash flow valuation based on the 34th fiscal year business plan, with the discount rate and other parameters being the same as those used in the Company's impairment test, together with discussions and negotiations between the parties |
| Conditions Precedent to Execution | RIE plans to adopt a written resolution pursuant to Article 319, Paragraph 1 of the Companies Act on 26 October 2026. The Company plans to omit shareholder approval because this is a simplified share exchange, but shareholder approval will be required if notices of opposition are received from a specified number or more of the Company's shareholders |
| Management structure after acquisition | There will be no change to the Company's corporate name, representative, business activities or capital. RIE will become a wholly owned subsidiary of the Company. Employee treatment is Not disclosed |
Items this document does not state (10)
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 priceTender offer priceMinimum number of shares to be purchasedTender offer periodIndependent valuation institutionSpecial 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 Company states that the transaction will dissolve the joint venture relationship and accelerate decision-making, while expanding cross-selling and synergies by integrating RIE's environmental products and new electricity services with the Group's customer base and sales network. It also aims to eliminate non-controlling interests and integrate RIE's earnings into the Company, thereby increasing RIE's contribution to consolidated results and enhancing corporate value.
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.