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

Notice Regarding the Succession of a Business to a Consolidated Subsidiary through a Company Split (Simplified Absorption-Type Company Split)

The Company will transfer its CAP business operated under the “HOMEGAME” brand to its wholly owned subsidiary 株式会社リバイバル through an absorption-type company split. The effective date is scheduled for 31 December 2026, and no consideration will be paid.

Worth reading
52Recurring
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
24.4
% (ratio of revenue from the subject business to the Company's consolidated revenue)
Wording
Definitive
How definitive the wording is.

This transaction

This absorption-type company split (company split (simplified absorption-type company split))
Counterparty株式会社リバイバル
Disclosing companyCyberStep Holdings,Inc.
Subject of this transactionVoting rights ownership percentage Before 100% (株式会社リバイバル is the Company's wholly owned subsidiary) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Hat sales business centered on CAP under the “HOMEGAME” brand, comprising sales at directly operated stores, sales through e-commerce sites and wholesale sales

Net SalesSubject business: ¥523 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated or paid)
Type of ConsiderationNo consideration
Impact on Business Performance

The impact on the Company's consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionAs this falls under Article 784, Paragraph 2 and Article 796, Paragraph 1 of the Companies Act, the transaction will be carried out without convening a shareholders' meeting to approve the absorption-type company split agreement.
Management structure after acquisitionThere will be no changes to 株式会社リバイバル’s name, location, representative's title or name, business activities, stated capital or fiscal year-end as a result of this absorption-type company split. The treatment of employees has not been disclosed.
This transaction
ItemDetails
Transaction nameThis absorption-type company split (company split (simplified absorption-type company split))
Counterparty name株式会社リバイバル
Business Description of the Subject CompanyHat sales business centered on CAP under the “HOMEGAME” brand, comprising sales at directly operated stores, sales through e-commerce sites and wholesale sales
Net Sales of the Subject CompanySubject business: ¥523 million (fiscal year ended August 2025)
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated or paid)
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore 100% (株式会社リバイバル is the Company's wholly owned subsidiary) (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial.
Date of board resolution30 October 2026
Contract Date30 October 2026
Execution Date / Effective Date31 December 2026 (scheduled)
Conditions Precedent to ExecutionAs this falls under Article 784, Paragraph 2 and Article 796, Paragraph 1 of the Companies Act, the transaction will be carried out without convening a shareholders' meeting to approve the absorption-type company split agreement.
Management structure after acquisitionThere will be no changes to 株式会社リバイバル’s name, location, representative's title or name, business activities, stated capital or fiscal year-end as a result of this absorption-type company split. The treatment of employees has not been disclosed.
Items this document does not state (19)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets 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 Committee

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 transfer is intended to move business operations to a subsidiary in line with the Company's policy of operating under a holding company structure, thereby accelerating decision-making in business operations and improving management efficiency. In addition, the rights and obligations of the subject business, including numerous contractual positions, can be comprehensively succeeded to, enabling a smooth transfer.

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 Succession of a Business to a Consolidated Subsidiary through a Company Split (Simplified Absorption-Type Company Split) | CyberStep Holdings,Inc. (3810) timely disclosure | Komori