Komori
M&A and Subsidiary Changes3747INTERTRADE Co.,Ltd.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

We have decided to first make our consolidated subsidiary 株式会社ビーエス・ジェイ a wholly owned subsidiary and then transfer all of its shares to 株式会社イーテア for ¥1. Following the transfer, ビーエス・ジェイ will be excluded from the scope of consolidation.

Worth reading
60In focus
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
¥
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
Counterparty株式会社イーテア
Disclosing companyINTERTRADE Co.,Ltd.
株式会社ビーエス・ジェイVoting rights ownership percentageNumber of shares acquired 516 shares (number of shares transferred; number of voting rights not disclosed)

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.White points represent dates designated as scheduled dates in the document.
Target company

Development and sale of computer software

Location Chuo-ku, TokyoShare capital ¥18 millionDate of incorporation 26 November 2009
Net Sales¥64.610 million (fiscal year ended September 2025)
Operating profitOperating loss of ¥45.752 million (fiscal year ended September 2025)
Net income for the current fiscal yearNet loss of ¥45.901 million (fiscal year ended September 2025)
Net assetsNet assets of negative ¥10.891 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition price¥1 (transfer price)
Type of ConsiderationCash (¥1)
Impact on Business Performance

There will be no impact on consolidated results for the fiscal year ending September 2026.

Procedures and assumptions
Valuation methodologyDetermined through discussions with 株式会社イーテア, taking into comprehensive consideration the financial condition, operating results and future business outlook, among other factors.
Management structure after acquisitionTransition to a business operating structure led by 株式会社イーテア. Following the transfer, our ¥17 million loan will remain outstanding, with イーテア providing a debt guarantee. The corporate name, representative and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty name株式会社イーテア
Name of the Subject Company株式会社ビーエス・ジェイ
Business Description of the Subject CompanyDevelopment and sale of computer software
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥18 million
Date of Establishment of the Subject Company26 November 2009
Net Sales of the Subject Company¥64.610 million (fiscal year ended September 2025)
Operating Profit of the Subject CompanyOperating loss of ¥45.752 million (fiscal year ended September 2025)
Net Income of the Subject CompanyNet loss of ¥45.901 million (fiscal year ended September 2025)
Net Assets of the Subject CompanyNet assets of negative ¥10.891 million (fiscal year ended September 2025)
Acquisition price¥1 (transfer price)
Type of ConsiderationCash (¥1)
Number of shares acquired516 shares (number of shares transferred; number of voting rights not disclosed)
Voting rights ownership percentageBefore 100.0% → after 0.0%
Impact on Business PerformanceThere will be no impact on consolidated results for the fiscal year ending September 2026.
Date of board resolution20 August 2026
Contract Date10 September 2026 (予定)
Execution Date / Effective Date30 September 2026 (予定)
Valuation methodologyDetermined through discussions with 株式会社イーテア, taking into comprehensive consideration the financial condition, operating results and future business outlook, among other factors.
Management structure after acquisitionTransition to a business operating structure led by 株式会社イーテア. Following the transfer, our ¥17 million loan will remain outstanding, with イーテア providing a debt guarantee. The corporate name, representative and treatment of employees are not disclosed.
Items this document does not state (11)
Expenses other than the acquisition priceMerger 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.

To review our business portfolio and concentrate management resources on business areas that warrant greater focus. In addition, we determined that transitioning to a business operating structure led by 株式会社イーテア would be optimal for the continued growth of ビーエス・ジェイ's business and for maintaining and improving services to its customers.

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 Change in Consolidated Subsidiary (Share Transfer) | INTERTRADE Co.,Ltd. (3747) timely disclosure | Komori