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M&A and Subsidiary Changes3810CyberStep Holdings,Inc.Information and Communications, Services and Others

Notice Concerning the Establishment of a Joint Venture (Consolidated Subsidiary) and the Launch of a New Business by a Subsidiary

The Company plans to jointly establish a joint venture with 株式会社ココロツナグ by May 2026. The joint venture will provide subscriptions for disaster preparedness supplies, as well as expiration-date management and renewal services, and will become a consolidated subsidiary of the Company. In connection with this, the subsidiary will commence a new disaster preparedness-related business.

Worth reading
56In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
670
¥10,000
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of a joint venture and commencement of a new business by a subsidiary
Counterparty株式会社ココロツナグ (scheduled to change its corporate name in May 2026)
Disclosing companyCyberStep Holdings,Inc.
ココロツナグ株式会社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.The percentage before the change is not stated in this document.

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

• Comprehensive disaster preparedness support business • Disaster preparedness energy solutions business • Provision of disaster preparedness supplies on a subscription basis to local governments, corporations and individuals • Sales of grid-scale storage batteries and gas generators to individuals and corporations, among other activities

Location Suginami-ku, TokyoShare capital ¥10 millionDate of incorporation May 2026 (予定)
Net assets¥10 million
Consideration and expenses
Acquisition price¥6.7 million (capital to be contributed by the Company)
Type of ConsiderationCash (the Company plans to contribute ¥6.7 million in capital)
Impact on Business Performance

The impact of establishing the joint venture on the Company’s consolidated financial results is currently expected to be immaterial. The Company will promptly disclose any matters that require disclosure in the future.

Procedures and assumptions
Management structure after acquisitionCorporate name: ココロツナグ株式会社. Representative Director: Ikeuchi Yosuke (池内 庸佑). A director of the Company is予定 to concurrently serve as a director of the company. Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameEstablishment of a joint venture and commencement of a new business by a subsidiary
Counterparty name株式会社ココロツナグ (scheduled to change its corporate name in May 2026)
Name of the Subject Companyココロツナグ株式会社
Business Description of the Subject Company• Comprehensive disaster preparedness support business • Disaster preparedness energy solutions business • Provision of disaster preparedness supplies on a subscription basis to local governments, corporations and individuals • Sales of grid-scale storage batteries and gas generators to individuals and corporations, among other activities
Location of the Subject CompanySuginami-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject CompanyMay 2026 (予定)
Net Assets of the Subject Company¥10 million
Acquisition price¥6.7 million (capital to be contributed by the Company)
Type of ConsiderationCash (the Company plans to contribute ¥6.7 million in capital)
Voting rights ownership percentageAfter 67% (before not disclosed)
Impact on Business PerformanceThe impact of establishing the joint venture on the Company’s consolidated financial results is currently expected to be immaterial. The Company will promptly disclose any matters that require disclosure in the future.
Date of board resolution22 April 2026
Contract DateMay 2026 (予定)
Execution Date / Effective DateDate of establishment: May 2026 (予定); business commencement date: May 2026 (予定)
Management structure after acquisitionCorporate name: ココロツナグ株式会社. Representative Director: Ikeuchi Yosuke (池内 庸佑). A director of the Company is予定 to concurrently serve as a director of the company. Employee treatment: not disclosed
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 aim is to establish a new earnings base and expand services and grow the business in the disaster preparedness field by combining 株式会社ココロツナグ’s expertise in its disaster preparedness business, product planning capabilities and business know-how with the Group’s system development capabilities and know-how in operating online services. The Company also expects this initiative to contribute to resolving social issues related to the stockpiling and management of disaster preparedness supplies.

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Notice Concerning the Establishment of a Joint Venture (Consolidated Subsidiary) and the Launch of a New Business by a Subsidiary | CyberStep Holdings,Inc. (3810) timely disclosure | Komori