Komori
M&A and Subsidiary Changes3843FreeBit Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary (Making the Company a Grandchild Subsidiary)

ギガプライズ, a consolidated subsidiary of the Company, has decided to acquire all issued shares of リネクト株式会社, making it a sub-subsidiary of the Company’s group.

Worth reading
52Recurring
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
100
% (voting rights ownership ratio after the change)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyKawaguchi Keisuke (川口 圭介), 株式会社明和不動産, Sasahara Noriyuki (笹原 紀之)
Disclosing companyFreeBit Co.,Ltd.
リネクト株式会社Voting rights ownership percentageNumber of shares acquired 18,500 common shares (18,500 voting rights)

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

Internet connectivity services, internet connection brokerage services, and internet access services

Location Chuo Ward, Kumamoto CityShare capital ¥10,000,000Date of incorporation 3 August 1985
Net Sales¥481 million (fiscal year ended December 2025)
Operating profit¥76 million (fiscal year ended December 2025)
Net income for the current fiscal year¥52 million (fiscal year ended December 2025)
Net assets¥196 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceThe acquisition price of the shares will not be disclosed following discussions with the counterparties.
Impact on Business Performance

The impact of this share acquisition on the Company group’s consolidated results for the fiscal year ending April 2027 is expected to be minor at this time.

Procedures and assumptions
Valuation methodologyTo be determined through discussions with the counterparties, taking into account the results of due diligence conducted by a third party and other factors
Management structure after acquisitionギガプライズ will acquire all issued shares of リネクト株式会社 and make it a subsidiary. The corporate name, representative and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameKawaguchi Keisuke (川口 圭介), 株式会社明和不動産, Sasahara Noriyuki (笹原 紀之)
Name of the Subject Companyリネクト株式会社
Business Description of the Subject CompanyInternet connectivity services, internet connection brokerage services, and internet access services
Location of the Subject CompanyChuo Ward, Kumamoto City
Capital Stock of the Subject Company¥10,000,000
Date of Establishment of the Subject Company3 August 1985
Net Sales of the Subject Company¥481 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥76 million (fiscal year ended December 2025)
Net Income of the Subject Company¥52 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥196 million (fiscal year ended December 2025)
Acquisition priceThe acquisition price of the shares will not be disclosed following discussions with the counterparties.
Number of shares acquired18,500 common shares (18,500 voting rights)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on the Company group’s consolidated results for the fiscal year ending April 2027 is expected to be minor at this time.
Date of board resolution22 October 2026
Contract Date22 October 2026 (予定)
Execution Date / Effective Date2 November 2026 (予定)
Valuation methodologyTo be determined through discussions with the counterparties, taking into account the results of due diligence conducted by a third party and other factors
Management structure after acquisitionギガプライズ will acquire all issued shares of リネクト株式会社 and make it a subsidiary. The corporate name, representative and treatment of employees are not disclosed.
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger 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 acquisition is intended to expand the infrastructure, business scale and market share of the internet services provided to multi-unit residential properties, and to strengthen competitiveness and the earnings base. Synergies related to the capital and business alliance with SoftBank are also expected, including greater economies of scale in procuring network lines and lower procurement costs.

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Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary (Making the Company a Grandchild Subsidiary) | FreeBit Co.,Ltd. (3843) timely disclosure | Komori