Komori
M&A and Subsidiary Changes3672AltPlus Holdings Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of an Intermediate Holding Company and the Launch of a New Business

We resolved to establish an intermediate holding company wholly owned by our company in May 2026 and to commence lending and other financial businesses through that company. The initial capital contribution will be ¥1 million, and the operating funds of the operating subsidiaries are expected to be provided through loans from our company.

Worth reading
48Recurring
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
1
¥1 million (initial capital contribution)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Establishment of an Intermediate Holding Company and Launch of a New Business
Disclosing companyAltPlus Holdings Inc.
To be determinedVoting rights ownership percentage

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.
Target company

Control and management of the business activities of subsidiaries engaged in financial businesses through ownership of their shares. New business: lending and other financial businesses

Location Toshima-ku, TokyoShare capital ¥1 millionDate of incorporation May 2026 (scheduled)
Consideration and expenses
Type of ConsiderationCash (a ¥1 million capital contribution is planned for the establishment of the intermediate holding company)
Funding arrangementsThe company's own funds. The funds required for the operating activities of the operating subsidiaries are expected to be provided through loans from our company to the relevant operating subsidiaries (the loan amounts have not been determined).
Impact on Business Performance

The impact of this matter on the results for the current consolidated fiscal year will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionIf the intermediate holding company is subject to regulations concerning holding companies or major shareholders under the laws and regulations governing the licenses and approvals obtained by the relevant operating subsidiaries, the intermediate holding company will conduct its operations subject to compliance with those regulations and other requirements.
Management structure after acquisitionThe name has not been determined. The Representative Director will be Ishii Takeshi (石井 武). The Representative Director of our company is expected to concurrently serve as a director of the relevant company, and directors of our company are expected to concurrently serve as corporate auditors of the relevant company. The treatment of employees is Not disclosed.
This transaction
ItemDetails
Transaction nameEstablishment of an Intermediate Holding Company and Launch of a New Business
Name of the Subject CompanyTo be determined
Business Description of the Subject CompanyControl and management of the business activities of subsidiaries engaged in financial businesses through ownership of their shares. New business: lending and other financial businesses
Location of the Subject CompanyToshima-ku, Tokyo
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject CompanyMay 2026 (scheduled)
Type of ConsiderationCash (a ¥1 million capital contribution is planned for the establishment of the intermediate holding company)
Voting rights ownership percentageAfter 100% (before not disclosed)
Funding arrangementsThe company's own funds. The funds required for the operating activities of the operating subsidiaries are expected to be provided through loans from our company to the relevant operating subsidiaries (the loan amounts have not been determined).
Impact on Business PerformanceThe impact of this matter on the results for the current consolidated fiscal year will be immaterial.
Date of board resolution23 April 2026
Execution Date / Effective DateMay 2026 (scheduled establishment); May 2026 onward (business commencement)
Conditions Precedent to ExecutionIf the intermediate holding company is subject to regulations concerning holding companies or major shareholders under the laws and regulations governing the licenses and approvals obtained by the relevant operating subsidiaries, the intermediate holding company will conduct its operations subject to compliance with those regulations and other requirements.
Management structure after acquisitionThe name has not been determined. The Representative Director will be Ishii Takeshi (石井 武). The Representative Director of our company is expected to concurrently serve as a director of the relevant company, and directors of our company are expected to concurrently serve as corporate auditors of the relevant company. The treatment of employees is Not disclosed.
Items this document does not state (18)
Counterparty nameNet 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 priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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 purpose is to establish a flexible decision-making structure for full-scale entry into the financial business and to efficiently manage and control multiple operating subsidiaries that will obtain the necessary licenses and approvals. The company also aims to address the funding needs of existing business partners, including needs for deferred payment, installment payments and borrowings, and to improve its earnings structure, stabilize its financial base and enhance corporate value by developing the financial business as a new core earnings driver.

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Notice Regarding the Establishment of an Intermediate Holding Company and the Launch of a New Business | AltPlus Holdings Inc. (3672) timely disclosure | Komori