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M&A and Subsidiary Changes4167Kokopelli Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 有限会社サンテル (Making It a Subsidiary)

Kokopelli Inc. will acquire all 60 shares of 有限会社サンテル from Fujihara Terumasa (藤原 輝昌), making it a consolidated subsidiary with a 100% voting rights ownership ratio. The share transfer is scheduled to take place on 1 October 2026, and the acquisition price will not be disclosed.

Worth reading
66In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
15
Less than % (ratio of the acquisition price to consolidated net assets as of the end of the immediately preceding consolidated fiscal year and net assets as of the end of the immediately preceding fiscal year)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyFujihara Terumasa (藤原 輝昌)
Disclosing companyKokopelli Inc.
有限会社サンテルVoting rights ownership percentageNumber of shares acquired 60 shares (number of voting rights: Not disclosed)

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.
Target company

Software development

Location Kurashiki, Okayama PrefectureShare capital ¥3 millionDate of incorporation 23 June 1997
Net Sales¥56.420 million (fiscal year ended May 2026)
Operating profit¥1.055 million (fiscal year ended May 2026)
Net income for the current fiscal year¥0.900 million (fiscal year ended May 2026)
Net assets¥3.762 million (fiscal year ended May 2026)
Consideration and expenses
Acquisition priceThe acquisition price is not disclosed at the request of the counterparty to the share acquisition, but the shares were acquired at a fair and reasonable price.
Impact on Business Performance

The impact on Kokopelli Inc.'s results for the fiscal year ending March 2027 will be minor.

Procedures and assumptions
Management structure after acquisitionAfter the share acquisition, the company will change from a limited company to a stock company, and Kokopelli Inc. plans to dispatch a part-time director and a part-time corporate auditor from its group.
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameFujihara Terumasa (藤原 輝昌)
Name of the Subject Company有限会社サンテル
Business Description of the Subject CompanySoftware development
Location of the Subject CompanyKurashiki, Okayama Prefecture
Capital Stock of the Subject Company¥3 million
Date of Establishment of the Subject Company23 June 1997
Net Sales of the Subject Company¥56.420 million (fiscal year ended May 2026)
Operating Profit of the Subject Company¥1.055 million (fiscal year ended May 2026)
Net Income of the Subject Company¥0.900 million (fiscal year ended May 2026)
Net Assets of the Subject Company¥3.762 million (fiscal year ended May 2026)
Acquisition priceThe acquisition price is not disclosed at the request of the counterparty to the share acquisition, but the shares were acquired at a fair and reasonable price.
Number of shares acquired60 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact on Kokopelli Inc.'s results for the fiscal year ending March 2027 will be minor.
Date of board resolution28 September 2026
Contract Date29 September 2026
Execution Date / Effective Date1 October 2026
Management structure after acquisitionAfter the share acquisition, the company will change from a limited company to a stock company, and Kokopelli Inc. plans to dispatch a part-time director and a part-time corporate auditor from its group.
Items this document does not state (13)
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)Valuation 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.

Kokopelli Inc. determined that, by strengthening 有限会社サンテル's DX support structure for local small and medium-sized enterprises and enabling it to provide services ranging from system implementation and development through operation and adoption, the transaction will contribute to building the community-based network envisioned in its medium-term management plan.

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 Acquisition of Shares in 有限会社サンテル (Making It a Subsidiary) | Kokopelli Inc. (4167) timely disclosure | Komori