Komori
M&A and Subsidiary Changes3788GMO GlobalSign Holdings K.K.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company plans to transfer all 600 shares it holds in its consolidated subsidiary GMOデジタルラボ株式会社 to GMOコマース株式会社 and remove the company from the scope of consolidation. The fixed consideration is ¥700 million, and the Company will receive additional consideration of up to ¥100 million if performance conditions are met.

Worth reading
51Recurring
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
700
Millions of yen (fixed consideration; earnout: up to ¥100 million; total transfer price: up to ¥800 million)
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyGMO コマース株式会社
Disclosing companyGMO GlobalSign Holdings K.K.
GMO デジタルラボ株式会社Voting rights ownership percentageNumber of shares acquired 600 shares (number of voting rights: 600)

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.
Target company

・Store promotion, customer acquisition support and operational efficiency improvement through smartphone apps ・Corporate DX support ・Local-government DX support and regional economic revitalization

Location Chuo-ku, Sapporo, HokkaidoShare capital ¥34.55 millionDate of incorporation 9 December 1993
Net Sales¥887 million (fiscal year ended December 2025)
Operating profit¥7 million (fiscal year ended December 2025)
Net income for the current fiscal year¥4 million (fiscal year ended December 2025)
Net assets¥257 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥700 million (earnout consideration: up to ¥100 million; total transfer price: up to ¥800 million)
Type of ConsiderationCash
Impact on Business Performance

The impact on the Company's consolidated results for the fiscal year ending December 2026 is expected to be immaterial. If the need for timely disclosure arises, the Company will make an announcement promptly.

Procedures and assumptions
Valuation methodologyDCF method
Management structure after acquisitionGMO デジラボ社 is expected to be excluded from the scope of consolidation. The trade name, representative, and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameGMO コマース株式会社
Name of the Subject CompanyGMO デジタルラボ株式会社
Business Description of the Subject Company・Store promotion, customer acquisition support and operational efficiency improvement through smartphone apps ・Corporate DX support ・Local-government DX support and regional economic revitalization
Location of the Subject CompanyChuo-ku, Sapporo, Hokkaido
Capital Stock of the Subject Company¥34.55 million
Date of Establishment of the Subject Company9 December 1993
Net Sales of the Subject Company¥887 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥7 million (fiscal year ended December 2025)
Net Income of the Subject Company¥4 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥257 million (fiscal year ended December 2025)
Acquisition price¥700 million (earnout consideration: up to ¥100 million; total transfer price: up to ¥800 million)
Type of ConsiderationCash
Number of shares acquired600 shares (number of voting rights: 600)
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending December 2026 is expected to be immaterial. If the need for timely disclosure arises, the Company will make an announcement promptly.
Date of board resolution15 June 2026
Contract Date15 June 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Valuation methodologyDCF method
Management structure after acquisitionGMO デジラボ社 is expected to be excluded from the scope of consolidation. The trade name, representative, and treatment of employees: 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.

The purpose is to concentrate management resources on strategic business areas identified in the medium-term strategy, including internet security. Synergies between GMOデジタルラボ株式会社's business and the Company's core businesses have declined year by year, and the Company has determined that combining the company with GMOコマース株式会社, which is strong in digital marketing and customer acquisition support for stores, is the best option for its growth and enhancement of 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) | GMO GlobalSign Holdings K.K. (3788) timely disclosure | Komori