Komori
M&A and Subsidiary Changes3777Environment Friendly Holdings Corp.Information and Communications, Services and Others

Notice Regarding the Transfer of Anonymous Partnership Interests in the Misawa Hosoya Solar Power Project

It has been decided that the consolidated subsidiary will transfer all of its silent partnership interests and contractual position in the Misawa Hosoya solar power generation business to an unnamed domestic corporation. However, if the transferee does not complete its new loan financing by the deadline, the transfer will be rescinded.

Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
100
Silent partnership interest ratio (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This transfer
Disclosing companyEnvironment Friendly Holdings Corp.
エネプロ三沢合同会社Subject of this transactionVoting rights ownership percentage Before 100.0% (investment ratio) (after not disclosed)
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

Solar power generation, biomass power generation and plant factory businesses

Location 2460 Aza Shimidai, Oaza Misawa, Misawa, Aomori PrefectureShare capital ¥200 thousandDate of incorporation 26 September 2024
Net Sales¥359.202 million (fiscal year ending March 2026)
Net income for the current fiscal year¥81 thousand (fiscal year ending March 2026)
Net assets¥321 thousand (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceThe transfer consideration has not been disclosed at the request of the transferee and pursuant to confidentiality obligations.
Funding arrangementsThe transfer is conditional on the transferee arranging new financing for this business. The deadline for obtaining the new loan is 30 December 2026.
Impact on Business Performance

The impact of this transfer on the Company's consolidated results for the year ending December 2026 is currently under review. The Company will promptly disclose any information if further disclosure becomes necessary.

Procedures and assumptions
Conditions Precedent to ExecutionThe transferee must obtain new financing for this business and complete the financing by the prescribed deadline of 30 December 2026. If the financing is not completed, the condition for rescission will be satisfied and this transfer will cease to be effective prospectively.
This transaction
ItemDetails
Transaction nameThis transfer
Name of the Subject Companyエネプロ三沢合同会社
Business Description of the Subject CompanySolar power generation, biomass power generation and plant factory businesses
Location of the Subject Company2460 Aza Shimidai, Oaza Misawa, Misawa, Aomori Prefecture
Capital Stock of the Subject Company¥200 thousand
Date of Establishment of the Subject Company26 September 2024
Net Sales of the Subject Company¥359.202 million (fiscal year ending March 2026)
Net Income of the Subject Company¥81 thousand (fiscal year ending March 2026)
Net Assets of the Subject Company¥321 thousand (fiscal year ending March 2026)
Acquisition priceThe transfer consideration has not been disclosed at the request of the transferee and pursuant to confidentiality obligations.
Voting rights ownership percentageBefore 100.0% (investment ratio) (after not disclosed)
Funding arrangementsThe transfer is conditional on the transferee arranging new financing for this business. The deadline for obtaining the new loan is 30 December 2026.
Impact on Business PerformanceThe impact of this transfer on the Company's consolidated results for the year ending December 2026 is currently under review. The Company will promptly disclose any information if further disclosure becomes necessary.
Date of board resolution11 September 2026
Contract Date11 September 2026
Execution Date / Effective Date30 September 2026 (予定)
Conditions Precedent to ExecutionThe transferee must obtain new financing for this business and complete the financing by the prescribed deadline of 30 December 2026. If the financing is not completed, the condition for rescission will be satisfied and this transfer will cease to be effective prospectively.
Items this document does not state (15)
Counterparty nameOperating Profit of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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.

Following consideration from the perspectives of future business development and the effective use of management resources within the Group, among others, it was determined that transferring the interests to an external investor would contribute to enhancing the Group's corporate value. The Company also stated that it will continue to promote its renewable energy business and pursue flexible asset portfolio management in line with the business environment and other factors.

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 Transfer of Anonymous Partnership Interests in the Misawa Hosoya Solar Power Project | Environment Friendly Holdings Corp. (3777) timely disclosure | Komori