Decision and Details
The company decided after referring the matter to an internal review committee composed of outside directors and outside Audit & Supervisory Board Members and receiving advice from external advisers.Execution of an Agreement with the Former Representative Director and President and Additional Voluntary Return of Director Compensation
The company was found to have at least a statutory non-exclusive license to each of the 2 patents covered by this matter, and the possibility that the patents did not belong to CountUp was identified. Accordingly, the assumptions used to value the shares at the time of the acquisition were incorrect. The company determined that it was appropriate for Ishida (石田) to bear a certain portion of the investigation costs and other expenses. The additional return by Shimizu Takashi (清水 高) is intended to fulfill his moral responsibility in light of the finding that there were issues with the checking function of the administrative division.
The amounts are scheduled to be recorded as other receivables in the consolidated and non-consolidated financial statements for the fiscal year ended April 2026. Following receipt of the payment on 27 October 2026, the company expects to record the receipt of the other receivables in the second quarter of the fiscal year ending April 2027. The relevant sections of the semiannual report for the fiscal year ended April 2026, the earnings release for the second quarter (interim period) of the same fiscal year and the third-quarter earnings release will be amended. Because the impact on the fiscal years preceding the previous fiscal year is immaterial, the financial statements for prior fiscal years will not be amended, and the cumulative impact will be reflected in current-period profit or loss.
| Item | Details |
|---|---|
| Matter Covered | Execution of an Agreement with the Former Representative Director and President and Additional Voluntary Return of Director Compensation |
| Decision-Making Body | The company decided after referring the matter to an internal review committee composed of outside directors and outside Audit & Supervisory Board Members and receiving advice from external advisers. |
| Implementation Date | 27 October 2026 (scheduled receipt of the refunds and settlement payment); timing of the voluntary return of director compensation: Not disclosed |
| Period Covered | Fiscal year ending April 2026, second quarter of the fiscal year ending April 2027, through the fiscal year ending September 2030 (earnout period) |
| Amount | Difference from the fixed consideration: ¥492,999,999; settlement payment: ¥117,607,632; total refunds and settlement payment: ¥610,607,631; earnout cap: ¥430,000,000; total investigation costs and other expenses: ¥373,662,047; additional voluntary return by Shimizu Takashi (清水 高): equivalent to 50% of director compensation (2 months); cumulative return: equivalent to 50% of director compensation (5 months) |
| Quantity / scale | 2 patents covered by this matter, 2 additional months of return by Shimizu Takashi (清水 高), 5 months returned cumulatively |
| Impact on Business Performance | The amounts are scheduled to be recorded as other receivables in the consolidated and non-consolidated financial statements for the fiscal year ended April 2026. Following receipt of the payment on 27 October 2026, the company expects to record the receipt of the other receivables in the second quarter of the fiscal year ending April 2027. The relevant sections of the semiannual report for the fiscal year ended April 2026, the earnings release for the second quarter (interim period) of the same fiscal year and the third-quarter earnings release will be amended. Because the impact on the fiscal years preceding the previous fiscal year is immaterial, the financial statements for prior fiscal years will not be amended, and the cumulative impact will be reflected in current-period profit or loss. |
| Reason | The company was found to have at least a statutory non-exclusive license to each of the 2 patents covered by this matter, and the possibility that the patents did not belong to CountUp was identified. Accordingly, the assumptions used to value the shares at the time of the acquisition were incorrect. The company determined that it was appropriate for Ishida (石田) to bear a certain portion of the investigation costs and other expenses. The additional return by Shimizu Takashi (清水 高) is intended to fulfill his moral responsibility in light of the finding that there were issues with the checking function of the administrative division. |
| Governing Rule | Article 35, paragraph 1 of the Patent Act |
| Related previous disclosures | 6 October 2026, “Notice Regarding Publication of the Special Investigation Committee’s Investigation Report and Formulation of Measures to Prevent Recurrence”; 29 September 2025, “Notice Regarding the Acquisition of Shares of 株式会社CountUp (Making It a Subsidiary)” |
| Future plans | The company is scheduled to receive refunds of ¥492,999,999 and a settlement payment of ¥117,607,632 on 27 October 2026. The company plans to begin applying for a claim for reimbursement against its insurance coverage. The company plans to amend the financial reports and other documents already filed. |
Items this document does not state (1)
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 special investigation committee found that there were issues with the assumptions regarding ownership of the patents held by CountUp and errors in the assumptions used to value the shares at the time of the acquisition. The company also determined that it was appropriate for the former Representative Director and President to bear a certain portion of the investigation costs and other expenses. The additional return of director compensation is intended to fulfill the director's moral responsibility in light of the finding that there were issues with the checking function of the administrative division.