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M&A and Subsidiary Changes3937Ubicom Holdings,Inc.Information and Communications, Services and Others

(Progress on Previously Disclosed Matter) Notice of Completion of the Acquisition of Shares in ラジエンスウエア株式会社 (Making It a Subsidiary)

The company acquired 100% of the common shares of ラジエンスウエア株式会社, completing its conversion into a subsidiary on 1 April 2026. In connection with this transaction, the company's representative director stepped down to become an adviser, and Aoki Masayuki (青木 正之) became representative director and president.

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This transaction

This share acquisition
Counterparty (target company)ラジエンスウエア株式会社
Disclosing companyUbicom Holdings,Inc.
Voting rights ownership percentageNumber of shares acquired Acquisition of 100% of the common shares. The number of shares and voting rights is Not disclosed

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.
Target company

Proposal, implementation, maintenance and support of receipt computers, electronic medical records and peripheral equipment for clinics and small hospitals as a Japan Medical IT Support provider; medical information systems; development and sales of proprietary products; and consulting services

Location Kam isato Town, Kodama County, Saitama PrefectureShare capital ¥83.75 millionDate of incorporation January 2000
Impact on Business Performance

The specific impact of the consolidation on results for the fiscal year ending March 2027 is currently under review. The company will promptly disclose any material matters requiring disclosure once identified.

Procedures and assumptions
Management structure after acquisitionEffective 1 April 2026, Nakajima Yoshio (中嶋 吉男) changed from representative director to adviser. On the same date, Aoki Masayuki (青木 正之) became representative director and president. ラジエンスウエア株式会社 became a consolidated subsidiary of the company.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameラジエンスウエア株式会社
Name of the Subject Companyラジエンスウエア株式会社
Business Description of the Subject CompanyProposal, implementation, maintenance and support of receipt computers, electronic medical records and peripheral equipment for clinics and small hospitals as a Japan Medical IT Support provider; medical information systems; development and sales of proprietary products; and consulting services
Location of the Subject CompanyKam isato Town, Kodama County, Saitama Prefecture
Capital Stock of the Subject Company¥83.75 million
Date of Establishment of the Subject CompanyJanuary 2000
Number of shares acquiredAcquisition of 100% of the common shares. The number of shares and voting rights is Not disclosed
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe specific impact of the consolidation on results for the fiscal year ending March 2027 is currently under review. The company will promptly disclose any material matters requiring disclosure once identified.
Date of board resolution19 March 2026
Execution Date / Effective Date1 April 2026
Management structure after acquisitionEffective 1 April 2026, Nakajima Yoshio (中嶋 吉男) changed from representative director to adviser. On the same date, Aoki Masayuki (青木 正之) became representative director and president. ラジエンスウエア株式会社 became a consolidated subsidiary of the company.
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Contract DateValuation 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 company aims to maximize earnings in its medical business by incorporating ラジエンスウエア株式会社's customer base and sales network in the Tokyo metropolitan area and northern Kanto, thereby accelerating the transition to a direct-sales model for the Group. It also aims to expand maintenance and service offerings for approximately 475 existing customers, promote the introduction of Group products, improve efficiency through sales-channel integration, and expand recurring revenue.

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(Progress on Previously Disclosed Matter) Notice of Completion of the Acquisition of Shares in ラジエンスウエア株式会社 (Making It a Subsidiary) | Ubicom Holdings,Inc. (3937) timely disclosure | Komori