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M&A and Subsidiary Changes4169ENECHANGE Ltd.Information and Communications, Services and Others

Transfer of Business to a Subsidiary through a Company Split (Simplified Absorption-type Company Split)

The business focused on offline channels, such as call centers and an agency network, within the residential electricity switching business will be transferred through a company split to a newly established wholly owned subsidiary. The effective date is scheduled for 1 December 2026.

Worth reading
61In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
20
¥100 million (approx.; revenue of this business for the fiscal year ended March 2026)
Wording
Conditional
How definitive the wording is.

This transaction

This company split
Counterparty (target company)ENECHANGEカスタマーサービス株式会社
Disclosing companyENECHANGE Ltd.
Voting rights ownership percentage

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

1. Planning, development, manufacture, sale, sales agency, brokerage and intermediation of various products and services 2. Sales activities through sales agents, business partners and other partners, as well as the development, support, management and operation of such partners 3. Planning, research, analysis, consulting and outsourcing services relating to sales, marketing and business development 4. Customer acquisition, management and support, as well as operations relating to contracts, orders, billing and collection 5. Research, study and provision of information relating to markets, customers, products and services 6. All businesses incidental or related to the preceding items

Location Minato-ku, TokyoShare capital ¥1Date of incorporation 24 September 2026
Net assets¥1 (as of 24 September 2026)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Impact on Business Performance

As this company split involves the succession of a business to our wholly owned subsidiary, its impact on our consolidated results will be immaterial. No revision will be made to the previously announced consolidated earnings forecasts.

Procedures and assumptions
Conditions Precedent to ExecutionCreditor protection procedures will be carried out. For contracts requiring the counterparty's consent for the succession, only contracts for which such consent has been obtained will be transferred. As this is a simplified and abbreviated absorption-type company split, approval by a shareholders' meeting is not required.
Management structure after acquisitionFollowing this company split, the name, location, representative, business activities, stated capital and fiscal year-end will be as described in the profiles of the parties. The representative director of the succeeding company will be Igarashi Takahiro (五十嵐 貴裕). The company will succeed to the employment contracts and other rights and obligations specified in the absorption-type company split agreement.
This transaction
ItemDetails
Transaction nameThis company split
Counterparty nameENECHANGEカスタマーサービス株式会社
Name of the Subject CompanyENECHANGEカスタマーサービス株式会社
Business Description of the Subject Company1. Planning, development, manufacture, sale, sales agency, brokerage and intermediation of various products and services 2. Sales activities through sales agents, business partners and other partners, as well as the development, support, management and operation of such partners 3. Planning, research, analysis, consulting and outsourcing services relating to sales, marketing and business development 4. Customer acquisition, management and support, as well as operations relating to contracts, orders, billing and collection 5. Research, study and provision of information relating to markets, customers, products and services 6. All businesses incidental or related to the preceding items
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥1
Date of Establishment of the Subject Company24 September 2026
Net Assets of the Subject Company¥1 (as of 24 September 2026)
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Voting rights ownership percentageAfter 100.0% (before not disclosed)
Impact on Business PerformanceAs this company split involves the succession of a business to our wholly owned subsidiary, its impact on our consolidated results will be immaterial. No revision will be made to the previously announced consolidated earnings forecasts.
Date of board resolution28 September 2026
Contract Date28 September 2026
Execution Date / Effective Date1 December 2026 (scheduled)
Conditions Precedent to ExecutionCreditor protection procedures will be carried out. For contracts requiring the counterparty's consent for the succession, only contracts for which such consent has been obtained will be transferred. As this is a simplified and abbreviated absorption-type company split, approval by a shareholders' meeting is not required.
Management structure after acquisitionFollowing this company split, the name, location, representative, business activities, stated capital and fiscal year-end will be as described in the profiles of the parties. The representative director of the succeeding company will be Igarashi Takahiro (五十嵐 貴裕). The company will succeed to the employment contracts and other rights and obligations specified in the absorption-type company split agreement.
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

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 establish an operating structure suited to the characteristics of this business, accelerate decision-making and achieve sustainable business growth.

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.
Transfer of Business to a Subsidiary through a Company Split (Simplified Absorption-type Company Split) | ENECHANGE Ltd. (4169) timely disclosure | Komori