Decision to proceed with the acquisition of shares in 株式会社FPO and make it a subsidiary, and conclusion of litigation through settlement
KARADANOTE,INC., 株式会社FPO, and Nonomura Akira (野々村晃)
株式会社FPO's insurance agency business, the Chubu region, and the company's Nagoya office (planned establishment)
In October 2023, the counterparty to the insurance solicitation partner agreement entered into by 株式会社FPO sent notice terminating the agreement.
Related procedures
Lawsuit seeking confirmation of status as a contracting party; litigation concerning the validity of termination of the share transfer agreement and performance of the agreement; and settlement
Tokyo District Court
Nonomura Akira (野々村晃)
KARADANOTE,INC.
A total of ¥671 million, comprising the share transfer price of ¥610 million and attorneys' fees and other costs, plus damages for delay
Acquisition price: ¥610 million; approximate advisory and other expenses: ¥10 million; approximate total: ¥620 million. Goodwill of approximately ¥400 million to ¥410 million is expected to be recognized.
The impact on financial results from making 株式会社FPO a consolidated subsidiary is currently being assessed. The company will disclose the details promptly once finalized.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
0 voting rights, 0%
180 voting rights, 100.0%
The share transfer is scheduled to be completed on 1 August 2026, and 株式会社FPO is scheduled to become a consolidated subsidiary. The company will integrate 株式会社FPO's insurance agency business with its own insurance agency business and pursue the consolidation of back-office functions, greater efficiency in the solicitation structure, the establishment of a lead-generation base in the Chubu region, cross-selling, and M&A.
The company will disclose the impact on financial results and the goodwill amortization period promptly once these matters have been finalized.
| Item | Details |
|---|---|
| Event name | Decision to proceed with the acquisition of shares in 株式会社FPO and make it a subsidiary, and conclusion of litigation through settlement |
| Date of occurrence | 15 April 2026 (settlement date; share transfer completion scheduled for 1 August 2026) |
| Date recognized / date notice received | 15 April 2026 (settlement date) |
| Subject Entity | KARADANOTE,INC., 株式会社FPO, and Nonomura Akira (野々村晃) |
| Target Locations / Products | 株式会社FPO's insurance agency business, the Chubu region, and the company's Nagoya office (planned establishment) |
| Cause | In October 2023, the counterparty to the insurance solicitation partner agreement entered into by 株式会社FPO sent notice terminating the agreement. |
| Amount of Impact on Business Performance | Acquisition price: ¥610 million; approximate advisory and other expenses: ¥10 million; approximate total: ¥620 million. Goodwill of approximately ¥400 million to ¥410 million is expected to be recognized. |
| Impact on Earnings Forecast | The impact on financial results from making 株式会社FPO a consolidated subsidiary is currently being assessed. The company will disclose the details promptly once finalized. |
| Type of litigation or proceeding | Lawsuit seeking confirmation of status as a contracting party; litigation concerning the validity of termination of the share transfer agreement and performance of the agreement; and settlement |
| Court or authority | Tokyo District Court |
| Plaintiff | Nonomura Akira (野々村晃) |
| Defendant | KARADANOTE,INC. |
| Date of filing / date of action | Dated 4 December 2023 (date on which the litigation was filed). Settlement date: 15 April 2026 |
| Claim amount / surcharge amount | A total of ¥671 million, comprising the share transfer price of ¥610 million and attorneys' fees and other costs, plus damages for delay |
| Voting rights ownership percentage before the change | 0 voting rights, 0% |
| Voting rights ownership percentage after the change | 180 voting rights, 100.0% |
| Outlook | The share transfer is scheduled to be completed on 1 August 2026, and 株式会社FPO is scheduled to become a consolidated subsidiary. The company will integrate 株式会社FPO's insurance agency business with its own insurance agency business and pursue the consolidation of back-office functions, greater efficiency in the solicitation structure, the establishment of a lead-generation base in the Chubu region, cross-selling, and M&A. |
| Planned follow-up disclosure | The company will disclose the impact on financial results and the goodwill amortization period promptly once these matters have been finalized. |
Items this document does not state (7)
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 took into comprehensive consideration the satisfaction of the condition precedent to the share acquisition that 株式会社FPO's insurance solicitation partner agreement would continue, the impact of prolonged litigation on business development, and the enhancement of corporate value through the early integration of 株式会社FPO into the group.