Komori
M&A and Subsidiary Changes3697SHIFT Inc.Information and Communications, Services and Others

Notice Regarding the Basic Agreement to Establish an Investment Limited Partnership (Sub-subsidiary) Through Joint Investment of ¥15 Billion with TOKYO GAS CO.,LTD.

SHIFT and TOKYO GAS CO.,LTD. entered into a basic agreement to jointly establish a ¥15 billion limited partnership investment fund for the purpose of investing in domestic systems integrators, software companies and other businesses. The fund is scheduled to be formed on 1 December 2026, with SGC serving as the general partner.

Worth reading
50Recurring
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
150
Hundreds of millions of yen
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Basic agreement concerning the establishment of this fund
CounterpartyTOKYO GAS CO.,LTD.
Disclosing companySHIFT Inc.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash (investment in this fund)
Funding arrangementsTOKYO GAS CO.,LTD., SHIFT and SGC will invest a total of ¥15 billion in the fund. The planned investment ratio of SHIFT and SGC is 33.3%.
Impact on Business Performance

The impact of this matter on the Company's results and financial position is currently expected to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionExecution of the definitive agreement and other procedures required to form the fund
Management structure after acquisitionGeneral partner: SGC; limited partner (preferred investment): TOKYO GAS CO.,LTD.; limited partner (subordinated investment): SHIFT
This transaction
ItemDetails
Transaction nameBasic agreement concerning the establishment of this fund
Counterparty nameTOKYO GAS CO.,LTD.
Type of ConsiderationCash (investment in this fund)
Funding arrangementsTOKYO GAS CO.,LTD., SHIFT and SGC will invest a total of ¥15 billion in the fund. The planned investment ratio of SHIFT and SGC is 33.3%.
Impact on Business PerformanceThe impact of this matter on the Company's results and financial position is currently expected to be immaterial.
Date of board resolution15 October 2026
Contract Date15 October 2026 (basic agreement)
Execution Date / Effective Date1 December 2026 (scheduled formation date)
Conditions Precedent to ExecutionExecution of the definitive agreement and other procedures required to form the fund
Management structure after acquisitionGeneral partner: SGC; limited partner (preferred investment): TOKYO GAS CO.,LTD.; limited partner (subordinated investment): SHIFT
Items this document does not state (22)
Name of the Subject CompanyBusiness 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 priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Valuation 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 combine TOKYO GAS CO.,LTD.'s customer base and industry knowledge with SHIFT's M&A and PMI expertise, thereby expanding access to investment opportunities that SHIFT could not fully capture on its own and strengthening support for the growth of portfolio companies and non-continuous growth through M&A, against the backdrop of growing demand for AI and DX.

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 Basic Agreement to Establish an Investment Limited Partnership (Sub-subsidiary) Through Joint Investment of ¥15 Billion with TOKYO GAS CO.,LTD. | SHIFT Inc. (3697) timely disclosure | Komori