Worth reading
56In focus
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
576
¥ million (acquisition price)Wording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyHaruyama Nobuhiko (晴山 暢彦)
Disclosing companyENECHANGE Ltd.
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
Load testing and inspections of emergency generators (statutory inspections under the Fire Service Act) Fire protection equipment installation and fire protection equipment inspection services, etc.
Location Shinagawa Ward, TokyoShare capital ¥12 millionDate of incorporation 11 May 2011
Net Sales¥364 million (fiscal year ending March 2026, company-wide) / ¥315 million (fiscal year ending March 2026, emergency generator business only)
Operating profit¥11 million (fiscal year ending March 2026, company-wide) / ¥98 million (fiscal year ending March 2026, emergency generator business only)
Net income for the current fiscal year¥11 million (fiscal year ending March 2026, company-wide) / ¥76 million (fiscal year ending March 2026, emergency generator business only)
Net assets¥76 million (fiscal year ending March 2026, company-wide) / ¥53 million (fiscal year ending March 2026, emergency generator business only, as expected after the company split)
Consideration and expenses
Acquisition priceTarget company shares: ¥576 million
Expenses other than the acquisition priceAcquisition-related expenses, etc. (estimated): ¥36 million
Impact on Business Performance
The impact of this share acquisition on the consolidated results for the fiscal year ending March 2027 is currently under review.
Procedures and assumptions
Conditions Precedent to ExecutionBefore this share acquisition, businesses other than the emergency generator inspection business must be transferred to a newly established company through an incorporation-type company split.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Haruyama Nobuhiko (晴山 暢彦) |
| Name of the Subject Company | 株式会社ダーウィン |
| Business Description of the Subject Company | Load testing and inspections of emergency generators (statutory inspections under the Fire Service Act) Fire protection equipment installation and fire protection equipment inspection services, etc. |
| Location of the Subject Company | Shinagawa Ward, Tokyo |
| Capital Stock of the Subject Company | ¥12 million |
| Date of Establishment of the Subject Company | 11 May 2011 |
| Net Sales of the Subject Company | ¥364 million (fiscal year ending March 2026, company-wide) / ¥315 million (fiscal year ending March 2026, emergency generator business only) |
| Operating Profit of the Subject Company | ¥11 million (fiscal year ending March 2026, company-wide) / ¥98 million (fiscal year ending March 2026, emergency generator business only) |
| Net Income of the Subject Company | ¥11 million (fiscal year ending March 2026, company-wide) / ¥76 million (fiscal year ending March 2026, emergency generator business only) |
| Net Assets of the Subject Company | ¥76 million (fiscal year ending March 2026, company-wide) / ¥53 million (fiscal year ending March 2026, emergency generator business only, as expected after the company split) |
| Acquisition price | Target company shares: ¥576 million |
| Expenses other than the acquisition price | Acquisition-related expenses, etc. (estimated): ¥36 million |
| Number of shares acquired | 3,000,000 shares (number of voting rights: 3,000,000) |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Impact on Business Performance | The impact of this share acquisition on the consolidated results for the fiscal year ending March 2027 is currently under review. |
| Date of board resolution | 24 July 2026 |
| Contract Date | 24 July 2026 |
| Execution Date / Effective Date | 31 July 2026 (planned) |
| Conditions Precedent to Execution | Before this share acquisition, businesses other than the emergency generator inspection business must be transferred to a newly established company through an incorporation-type company split. |
Items this document does not state (12)
Type 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 CommitteeManagement 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.To enter the inspection and safety management segment for distributed energy infrastructure and drive the transformation of field operations through AI and DX. The transaction is intended to secure a stable, recurring revenue base supported by the target company's statutory inspections, generate mutual customer referrals with electricity-switching customers, improve productivity through the adoption of AI and DX, and promote roll-up M&A going forward.
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.