Komori
M&A and Subsidiary Changes3469Dualtap Co.,Ltd.Real Estate

Notice Concerning the Transfer of a Business through a Company Split (Absorption-Type Company Split) at a Consolidated Subsidiary

The consolidated subsidiary 株式会社デュアルタップコミュニティ will succeed to the businesses related to housing for seniors, nursing care and daily-life support from 株式会社シティインデックスホスピタリティ through an absorption-type company split. The consideration is ¥220 million, and the effective date is scheduled for 1 August 2026.

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
220
¥ million (consideration)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)株式会社シティインデックスホスピタリティ
Disclosing companyDualtap Co.,Ltd.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Real estate and nursing care businesses

Location Shibuya, TokyoShare capital ¥80 millionDate of incorporation 10 November 2000
Net Sales¥2,261.985 million (fiscal year ended November 2025)
Operating profit¥73.880 million (fiscal year ended November 2025)
Net income for the current fiscal year¥30.141 million (fiscal year ended November 2025)
Net assets¥218.929 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition price¥220 million (planned)
Type of ConsiderationCash
Impact on Business Performance

The transaction will have no impact on the consolidated results or financial position for the fiscal year ending June 2026.

Procedures and assumptions
Valuation methodologyThe EBITDA multiple method based on adjusted EBITDA. The valuation also takes into account business performance and plans, the assets and liabilities to be transferred, financial analysis by a third-party institution, and risks specific to the business.
Conditions Precedent to ExecutionApproval at extraordinary general meetings of shareholders of 株式会社デュアルタップコミュニティ and 株式会社シティインデックスホスピタリティ.
Management structure after acquisitionThere will be no changes to the corporate name, location, title or name of the representative, business activities, capital or fiscal year-end of DT Community following this absorption-type company split.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty name株式会社シティインデックスホスピタリティ
Name of the Subject Company株式会社シティインデックスホスピタリティ
Business Description of the Subject CompanyReal estate and nursing care businesses
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥80 million
Date of Establishment of the Subject Company10 November 2000
Net Sales of the Subject Company¥2,261.985 million (fiscal year ended November 2025)
Operating Profit of the Subject Company¥73.880 million (fiscal year ended November 2025)
Net Income of the Subject Company¥30.141 million (fiscal year ended November 2025)
Net Assets of the Subject Company¥218.929 million (fiscal year ended November 2025)
Acquisition price¥220 million (planned)
Type of ConsiderationCash
Impact on Business PerformanceThe transaction will have no impact on the consolidated results or financial position for the fiscal year ending June 2026.
Date of board resolution5 June 2026
Contract Date5 June 2026
Execution Date / Effective Date1 August 2026 (scheduled)
Valuation methodologyThe EBITDA multiple method based on adjusted EBITDA. The valuation also takes into account business performance and plans, the assets and liabilities to be transferred, financial analysis by a third-party institution, and risks specific to the business.
Conditions Precedent to ExecutionApproval at extraordinary general meetings of shareholders of 株式会社デュアルタップコミュニティ and 株式会社シティインデックスホスピタリティ.
Management structure after acquisitionThere will be no changes to the corporate name, location, title or name of the representative, business activities, capital or fiscal year-end of DT Community following this absorption-type company split.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 transaction is intended to expand the stock-based revenue platform of the building management business and acquire expertise in operating housing and services for seniors, knowledge in nursing-care-related fields, and high-value-added building management expertise. Synergies with the real estate brokerage business and additional fee revenue opportunities are also expected.

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Notice Concerning the Transfer of a Business through a Company Split (Absorption-Type Company Split) at a Consolidated Subsidiary | Dualtap Co.,Ltd. (3469) timely disclosure | Komori