Komori
M&A and Subsidiary Changes3454First Brothers Co.,Ltd.Real Estate

Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary (Making the Company a Consolidated Subsidiary) and Change in a Specified Subsidiary

FBC, a consolidated subsidiary of the Company, will acquire all issued shares of 株式会社サワラシティ, making it a consolidated subsidiary. As a result, 飯田自動車, its wholly owned subsidiary, will also become a specified subsidiary of the Company.

Worth reading
52Recurring
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
3
Less than a percentage of the Company's consolidated net assets
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a consolidated subsidiary)
CounterpartyTarutani Sanae (樽谷 早苗)
Disclosing companyFirst Brothers Co.,Ltd.
株式会社サワラシティVoting rights ownership percentageNumber of shares acquired 54,200 shares (number of voting rights: 54,200)

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

Real estate leasing

Location Katori, Chiba PrefectureShare capital ¥50 millionDate of incorporation 17 October 1978 (as stated in the certified copy of the registry)
Net Sales¥293.056 million (fiscal year ended September 2025)
Operating profit¥45.167 million (fiscal year ended September 2025)
Net income for the current fiscal year¥272.293 million (fiscal year ended September 2025)
Net assets¥725.820 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNot disclosed
Impact on Business Performance

The impact on consolidated results for the fiscal year ending November 2026 is currently under review, but is expected to be immaterial.

Procedures and assumptions
Valuation methodologyDetermined following discussions between the parties, taking into reasonable consideration the results of an external expert's valuation of the share value and legal and financial due diligence, among other factors
Management structure after acquisitionThe Group will assume management of the company and use its expertise in and knowledge of commercial real estate operations, together with its capital strength, to advance capital investment and optimize operations. The corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a consolidated subsidiary)
Counterparty nameTarutani Sanae (樽谷 早苗)
Name of the Subject Company株式会社サワラシティ
Business Description of the Subject CompanyReal estate leasing
Location of the Subject CompanyKatori, Chiba Prefecture
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company17 October 1978 (as stated in the certified copy of the registry)
Net Sales of the Subject Company¥293.056 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥45.167 million (fiscal year ended September 2025)
Net Income of the Subject Company¥272.293 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥725.820 million (fiscal year ended September 2025)
Acquisition priceNot disclosed
Number of shares acquired54,200 shares (number of voting rights: 54,200)
Voting rights ownership percentageBefore 0.00% → after 100.00%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending November 2026 is currently under review, but is expected to be immaterial.
Date of board resolution30 September 2026
Contract Date30 September 2026
Execution Date / Effective Date30 October 2026 (scheduled)
Valuation methodologyDetermined following discussions between the parties, taking into reasonable consideration the results of an external expert's valuation of the share value and legal and financial due diligence, among other factors
Management structure after acquisitionThe Group will assume management of the company and use its expertise in and knowledge of commercial real estate operations, together with its capital strength, to advance capital investment and optimize operations. The corporate name, representative and treatment of employees: not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger 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.

The Company intends to acquire a regional commercial facility and use the Group's expertise in and knowledge of commercial real estate operations, together with its capital strength, to advance capital investment and optimize operations. While maintaining the facility's role as part of the local community's infrastructure, the Company aims to realize its latent value and expand revenue opportunities.

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 the Acquisition of Shares by Our Consolidated Subsidiary (Making the Company a Consolidated Subsidiary) and Change in a Specified Subsidiary | First Brothers Co.,Ltd. (3454) timely disclosure | Komori