Komori
M&A and Subsidiary Changes3491GAtechnologies Co.,Ltd.Real estate

(Update on Previously Disclosed Matter) Notice Regarding Completion of the Acquisition of Shares in エスピーシー証券株式会社 (Making It a Subsidiary)

All shares of エスピーシー証券株式会社 and its wholly owned subsidiary, SPCアセットマネジメント株式会社, were acquired, completing their conversion into subsidiaries. The acquisition price was finalized at ¥4,478 million after reflecting the price adjustment.

Worth reading
76Important
Scored from 3 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
4528
¥ million (approximate total amount including advisory fees and other costs)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
Disclosing companyGAtechnologies Co.,Ltd.
エスピーシー証券株式会社, SPCアセットマネジメント株式会社Voting rights ownership percentageNumber of shares acquired Common shares: 2,500,000 (number of voting rights: 2,500,000)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date30 June 2026 (completed)
Target company

エスピーシー証券株式会社 Intermediation of securities and other instruments and handling of private placements Financial advisory services Fund arrangement services Asset management services / SPCアセットマネジメント株式会社 Real estate fund management services Solutions services Brokerage and intermediation services

Location Chuo-ku, TokyoShare capital ¥100 millionDate of incorporation エスピーシー証券株式会社 27 December 2000 / SPCアセットマネジメント株式会社 30 May 2006
Consideration and expenses
Acquisition priceCommon shares of エスピーシー証券: ¥4,478 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥50 million
Impact on Business Performance

The impact on consolidated results for the fiscal year ending October 2026 is expected to be minor, but details are currently under review.

Procedures and assumptions
Management structure after acquisitionエスピーシー証券 will become a consolidated subsidiary of the Company from the third quarter of the fiscal year ending October 2026.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Name of the Subject Companyエスピーシー証券株式会社, SPCアセットマネジメント株式会社
Business Description of the Subject Companyエスピーシー証券株式会社 Intermediation of securities and other instruments and handling of private placements Financial advisory services Fund arrangement services Asset management services / SPCアセットマネジメント株式会社 Real estate fund management services Solutions services Brokerage and intermediation services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Companyエスピーシー証券株式会社 27 December 2000 / SPCアセットマネジメント株式会社 30 May 2006
Acquisition priceCommon shares of エスピーシー証券: ¥4,478 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥50 million
Number of shares acquiredCommon shares: 2,500,000 (number of voting rights: 2,500,000)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending October 2026 is expected to be minor, but details are currently under review.
Execution Date / Effective Date30 June 2026 (completed)
Management structure after acquisitionエスピーシー証券 will become a consolidated subsidiary of the Company from the third quarter of the fiscal year ending October 2026.
Items this document does not state (19)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent 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.

This disclosure announces completion of the transaction and finalization of the acquisition price, which remained undetermined when previously disclosed. The purpose and rationale for the transaction are not explained in this document.

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.
(Update on Previously Disclosed Matter) Notice Regarding Completion of the Acquisition of Shares in エスピーシー証券株式会社 (Making It a Subsidiary) | GAtechnologies Co.,Ltd. (3491) timely disclosure | Komori