Komori
M&A and Subsidiary Changes3779J ESCOM HOLDINGS,INC.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer) and Recognition of Extraordinary Gain

The Company plans to transfer all shares in Korea-based Mafin inc. held by the Group to Hecto Innovation Co., Ltd., and to remove Mafin inc. and its subsidiary Smartcon inc. from the scope of consolidation. In connection with this transfer, the Company expects to recognize a gain on the sale of shares in a subsidiary of approximately ¥154 million in the second quarter of the fiscal year ending March 2027.

Worth reading
62In 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
599
KRW million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Share transfer
CounterpartyHecto Innovation Co., Ltd.
Disclosing companyJ ESCOM HOLDINGS,INC.
Mafin inc.Voting 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.

Date of board resolution4 September 2026
Contract Date4 September 2026
Execution Date / Effective Date4 September 2026
Target company

Reward advertising business

Location 85 Garosu-gil, Gangnam-gu, Seoul, Republic of KoreaShare capital KRW 2,963,000 thousand (¥311,707 thousand)Date of incorporation 1 September 2020
Net Sales¥220,081 thousand (fiscal year ended December 2025)
Operating profit¥(15,270) thousand (fiscal year ended December 2025)
Net income for the current fiscal year¥(23,270) thousand (fiscal year ended December 2025)
Net assets¥(218,233) thousand (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceKRW 599 million (approximately ¥69 million)
Expenses other than the acquisition priceAdvisory fees (estimated): KRW 188 million (approximately ¥21 million)
Type of ConsiderationCash
Amount of extraordinary income (loss)Gain on the sale of shares in a subsidiary of approximately ¥154 million (consolidated accounting period for the second quarter of the fiscal year ending March 2027)
Impact on Business Performance

The impact on consolidated results for the fiscal year, including the gain on the sale of shares in the subsidiary, is currently under review.

Procedures and assumptions
Management structure after acquisitionMafin inc. and Smartcon inc. are scheduled to be removed from the scope of consolidation at the end of the second quarter of the fiscal year ending March 2027. The Company has also agreed with Hecto to begin discussions aimed at establishing a long-term business cooperation relationship between the two groups.
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameHecto Innovation Co., Ltd.
Name of the Subject CompanyMafin inc.
Business Description of the Subject CompanyReward advertising business
Location of the Subject Company85 Garosu-gil, Gangnam-gu, Seoul, Republic of Korea
Capital Stock of the Subject CompanyKRW 2,963,000 thousand (¥311,707 thousand)
Date of Establishment of the Subject Company1 September 2020
Net Sales of the Subject Company¥220,081 thousand (fiscal year ended December 2025)
Operating Profit of the Subject Company¥(15,270) thousand (fiscal year ended December 2025)
Net Income of the Subject Company¥(23,270) thousand (fiscal year ended December 2025)
Net Assets of the Subject Company¥(218,233) thousand (fiscal year ended December 2025)
Acquisition priceKRW 599 million (approximately ¥69 million)
Expenses other than the acquisition priceAdvisory fees (estimated): KRW 188 million (approximately ¥21 million)
Type of ConsiderationCash
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)Gain on the sale of shares in a subsidiary of approximately ¥154 million (consolidated accounting period for the second quarter of the fiscal year ending March 2027)
Impact on Business PerformanceThe impact on consolidated results for the fiscal year, including the gain on the sale of shares in the subsidiary, is currently under review.
Date of board resolution4 September 2026
Contract Date4 September 2026
Execution Date / Effective Date4 September 2026
Management structure after acquisitionMafin inc. and Smartcon inc. are scheduled to be removed from the scope of consolidation at the end of the second quarter of the fiscal year ending March 2027. The Company has also agreed with Hecto to begin discussions aimed at establishing a long-term business cooperation relationship between the two groups.
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation 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.

The digital gift business in Korea has continued to incur operating losses due to changes in the business environment and other factors, and the digital gift business planned in Japan has already been sold. Accordingly, the Company will transfer all shares in Mafin inc. The Company explained that the proceeds from the transfer will be used to invest in the advertising agency business or the investment business, with the aim of expanding corporate value.

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) and Recognition of Extraordinary Gain | J ESCOM HOLDINGS,INC. (3779) timely disclosure | Komori