Komori
M&A and Subsidiary Changes3825Remixpoint,inc.Retail

Notice of the Execution of a Memorandum of Understanding on the Transfer of Shares in a Subsidiary

The Company has entered into a basic agreement to transfer 51% of the shares in a subsidiary that will succeed to the electricity retail business to H-Power Holdings. The Company's stake is expected to be 49% after the transfer, but the transfer price and the terms of the definitive agreement have not yet been determined.

Worth reading
57In focus
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
51
Equity interest transferred (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Share transfer
Counterparty株式会社 H-Power ホールディングス
Disclosing companyRemixpoint,inc.
株式会社リミックスポイントエネルギー事業分割準備会社Voting rights ownership percentageNumber of shares acquired 51 shares (the number of voting rights is not stated)

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.White points represent dates designated as scheduled dates in the document.
Target company

Electricity retail business and related activities

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 20 April 2026
Net SalesNo figures are available because the target company is before its first fiscal year-end. Revenue from the business division scheduled to be transferred was ¥21,092 million (fiscal year-end not stated).
Net assetsBusiness division scheduled to be transferred: ¥2,285 million (as of 31 March 2026)
Consideration and expenses
Acquisition priceNot yet determined. It is expected to be calculated by multiplying by the 51% interest transferred an amount based on the target company's net assets plus ¥8.5–9.5 billion in goodwill-equivalent value.
Goodwill amountGoodwill-equivalent value of ¥8.5–9.5 billion is assumed. Amortization period: Not disclosed
Amount of extraordinary income (loss)A gain on the sale of shares in an affiliated company is expected to be recognized as a special gain. The amount has not yet been determined; recognition is expected in the non-consolidated financial statements for the fiscal year ending March 2027.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

A gain on the sale of shares in an affiliated company is expected to be recognized as a special gain in the non-consolidated financial statements for the fiscal year ending March 2027. The amount of the special gain and the impact on consolidated results are expected to be disclosed after the transfer price has been finalized.

Procedures and assumptions
Valuation methodologyThe amount is expected to be calculated by multiplying by the 51% interest transferred an amount based on the target company's net assets plus ¥8.5–9.5 billion in goodwill-equivalent value. The specific amount will be determined through future discussions.
Conditions Precedent to ExecutionThe absorption-type company split from the Company to the company preparing for the energy business split becoming effective
Management structure after acquisitionAfter the transfer, H-Power Holdings is expected to become responsible for managing and operating the target company and to provide the funds necessary for business operations. The Company will retain a 49% stake and is expected to make the target company an equity-method affiliate. Changes to the corporate name and employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty name株式会社 H-Power ホールディングス
Name of the Subject Company株式会社リミックスポイントエネルギー事業分割準備会社
Business Description of the Subject CompanyElectricity retail business and related activities
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company20 April 2026
Net Sales of the Subject CompanyNo figures are available because the target company is before its first fiscal year-end. Revenue from the business division scheduled to be transferred was ¥21,092 million (fiscal year-end not stated).
Net Assets of the Subject CompanyBusiness division scheduled to be transferred: ¥2,285 million (as of 31 March 2026)
Acquisition priceNot yet determined. It is expected to be calculated by multiplying by the 51% interest transferred an amount based on the target company's net assets plus ¥8.5–9.5 billion in goodwill-equivalent value.
Number of shares acquired51 shares (the number of voting rights is not stated)
Voting rights ownership percentageBefore 100.0% → after 49.0%
Goodwill amountGoodwill-equivalent value of ¥8.5–9.5 billion is assumed. Amortization period: Not disclosed
Amount of extraordinary income (loss)A gain on the sale of shares in an affiliated company is expected to be recognized as a special gain. The amount has not yet been determined; recognition is expected in the non-consolidated financial statements for the fiscal year ending March 2027.
Impact on Business PerformanceA gain on the sale of shares in an affiliated company is expected to be recognized as a special gain in the non-consolidated financial statements for the fiscal year ending March 2027. The amount of the special gain and the impact on consolidated results are expected to be disclosed after the transfer price has been finalized.
Contract DateBasic agreement: 14 August 2026. Share transfer agreement: 1 September 2026 (予定)
Execution Date / Effective Date1 October 2026 (予定)
Valuation methodologyThe amount is expected to be calculated by multiplying by the 51% interest transferred an amount based on the target company's net assets plus ¥8.5–9.5 billion in goodwill-equivalent value. The specific amount will be determined through future discussions.
Conditions Precedent to ExecutionThe absorption-type company split from the Company to the company preparing for the energy business split becoming effective
Management structure after acquisitionAfter the transfer, H-Power Holdings is expected to become responsible for managing and operating the target company and to provide the funds necessary for business operations. The Company will retain a 49% stake and is expected to make the target company an equity-method affiliate. Changes to the corporate name and employee treatment: Not disclosed
Items this document does not state (12)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsDate of board resolutionIndependent 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 transaction is intended to improve the efficiency of customer acquisition and expand the business scale by utilizing H-Power Holdings' management resources, while reconstructing the Group's business portfolio and concentrating management resources on growth areas such as the battery storage business.

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Notice of the Execution of a Memorandum of Understanding on the Transfer of Shares in a Subsidiary | Remixpoint,inc. (3825) timely disclosure | Komori