Worth reading
67In focus
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
920188
sharesWording
Definitive
How definitive the wording is.This transaction
The stock-for-stock exchangeCounterpartyName of target company, Name of counterparty
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.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationShares: 920,188 treasury shares held by the company were delivered. No new shares were issued.
Merger ratio/share exchange ratioThe company:RIE = 1:approximately 20,448.62. RECOMM CO.,LTD. is the wholly owning parent in the share exchange, and RIE is the wholly owned subsidiary.
Funding arrangementsThe share exchange was funded with treasury shares held by RECOMM. In the acquisition of RIE's treasury shares before the share exchange, cash was provided as consideration, but the amount was Not disclosed.
Goodwill amountNo goodwill will be recognized. Amount: Not disclosed.
Amount of extraordinary income (loss)Extraordinary income/loss: Not disclosed. The difference between the acquisition consideration and the carrying amount of the non-controlling interest will be treated as capital surplus.
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 year ending September 2027 is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionA simplified share exchange that does not require shareholder approval by the company. At RIE, the share exchange agreement was approved by written resolution on 26 October 2026.
Management structure after acquisitionThe corporate name remains RECOMM CO.,LTD. The representative is Representative Director, President and Group CEO Ito Hidehiro (伊藤秀博). There will be no increase in capital or capital reserves. RIE will become a wholly owned subsidiary of RECOMM. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | The stock-for-stock exchange |
| Counterparty name | Name of target company, Name of counterparty |
| Name of the Subject Company | Name of target company |
| Type of Consideration | Shares: 920,188 treasury shares held by the company were delivered. No new shares were issued. |
| Merger ratio/share exchange ratio | The company:RIE = 1:approximately 20,448.62. RECOMM CO.,LTD. is the wholly owning parent in the share exchange, and RIE is the wholly owned subsidiary. |
| Number of shares acquired | 45 RIE common shares. Number of voting rights: Not disclosed. |
| Voting rights ownership percentage | After 100％ (before not disclosed) |
| Funding arrangements | The share exchange was funded with treasury shares held by RECOMM. In the acquisition of RIE's treasury shares before the share exchange, cash was provided as consideration, but the amount was Not disclosed. |
| Goodwill amount | No goodwill will be recognized. Amount: Not disclosed. |
| Amount of extraordinary income (loss) | Extraordinary income/loss: Not disclosed. The difference between the acquisition consideration and the carrying amount of the non-controlling interest will be treated as capital surplus. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending September 2027 is expected to be immaterial. |
| Date of board resolution | 19 October 2026 |
| Contract Date | 19 October 2026 |
| Execution Date / Effective Date | 9 November 2026 (effective as scheduled) |
| Conditions Precedent to Execution | A simplified share exchange that does not require shareholder approval by the company. At RIE, the share exchange agreement was approved by written resolution on 26 October 2026. |
| Management structure after acquisition | The corporate name remains RECOMM CO.,LTD. The representative is Representative Director, President and Group CEO Ito Hidehiro (伊藤秀博). There will be no increase in capital or capital reserves. RIE will become a wholly owned subsidiary of RECOMM. Employee treatment: Not disclosed. |
Items this document does not state (16)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodValuation methodologyIndependent 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 treasury share acquisition and the share exchange were carried out as a series of transactions to additionally acquire the non-controlling interest in a consolidated subsidiary controlled by RECOMM. The specific business purpose is not explained in the disclosure.
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.
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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.