Komori
M&A and Subsidiary Changes4053Sun* Inc.Information and Communications, Services and Others

Notice Regarding the Change in Status of an Equity-Method Affiliate (Making It a Subsidiary)

The Company has resolved to subscribe to a third-party allotment of shares by バベルメソッド株式会社, raising its voting rights ownership ratio from 40.0% to 88.0% and making the company a subsidiary. The third-party allotment is scheduled to be completed on 1 August 2026.

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
88
% (voting rights ownership interest after the change)
Wording
Conditional
How definitive the wording is.

This transaction

Conversion into a subsidiary through subscription to a third-party allotment of shares
Counterparty (target company)バベルメソッド株式会社
Disclosing companySun* Inc.
Voting rights ownership percentageNumber of shares acquired 24,510 shares (number of voting rights: 24,510)

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

・Sale, development and operation of the online Japanese speaking test “Japrise” ・Sale, development and operation of the online Japanese conversation training program “BABELMETHOD”

Location Shinagawa Ward, TokyoShare capital ¥31 millionDate of incorporation 1 June 2021
Net SalesDisclosure is being withheld at the request of the other party.
Operating profitDisclosure is being withheld at the request of the other party.
Net income for the current fiscal yearDisclosure is being withheld at the request of the other party.
Net assetsDisclosure is being withheld at the request of the other party.
Impact on Business Performance

The impact of this transaction on the consolidated results of the Company’s group is expected to be immaterial. If it has a material impact on future results, the Company will make a timely disclosure.

Procedures and assumptions
Valuation methodologyValuation conducted by an independent third party and deemed reasonable
This transaction
ItemDetails
Transaction nameConversion into a subsidiary through subscription to a third-party allotment of shares
Counterparty nameバベルメソッド株式会社
Name of the Subject Companyバベルメソッド株式会社
Business Description of the Subject Company・Sale, development and operation of the online Japanese speaking test “Japrise” ・Sale, development and operation of the online Japanese conversation training program “BABELMETHOD”
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥31 million
Date of Establishment of the Subject Company1 June 2021
Net Sales of the Subject CompanyDisclosure is being withheld at the request of the other party.
Operating Profit of the Subject CompanyDisclosure is being withheld at the request of the other party.
Net Income of the Subject CompanyDisclosure is being withheld at the request of the other party.
Net Assets of the Subject CompanyDisclosure is being withheld at the request of the other party.
Number of shares acquired24,510 shares (number of voting rights: 24,510)
Voting rights ownership percentageBefore 40.0% → after 88.0%
Impact on Business PerformanceThe impact of this transaction on the consolidated results of the Company’s group is expected to be immaterial. If it has a material impact on future results, the Company will make a timely disclosure.
Date of board resolution22 July 2026
Contract Date22 July 2026
Execution Date / Effective Date1 August 2026 (予定)
Valuation methodologyValuation conducted by an independent third party and deemed reasonable
Items this document does not state (14)
Acquisition 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)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

Based on the results of collaboration between the two companies, the Company aims to accelerate the establishment of a structure that provides, on an integrated basis, human resources development and supply through “xseeds” and solutions to improve バベルメソッド株式会社’s Japanese-language operations, by speeding up decision-making and investing management resources in an integrated manner. The Company states that this will strengthen and differentiate the competitiveness of its “Talent Platform.”

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Change in Status of an Equity-Method Affiliate (Making It a Subsidiary) | Sun* Inc. (4053) timely disclosure | Komori