Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
200000000
Yen (transfer price)Wording
Conditional
How definitive the wording is.This transaction
This share transferCounterpartyPORT INC.
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
The offline-channel-focused portion of the household electricity and gas switching business, transferred from the Company through an absorption-type company split effective 1 December 2026
Location Minato-ku, TokyoShare capital ¥1Date of incorporation 24 September 2026
Net SalesThe company has no completed fiscal year. For reference, revenue from this business in the most recent fiscal year, ended March 2026, was approximately ¥2 billion.
Operating profitnot disclosed. For reference, profit from the portion of the business subject to the share transfer, before allocation of head office expenses, was approximately negative ¥200 million for the fiscal year ended March 2026.
Consideration and expenses
Acquisition price¥200,000,000 (¥200,000 per share) *Transfer price
Type of ConsiderationCash (¥200,000,000 as the transfer price)
Amount of extraordinary income (loss)Extraordinary gain of approximately ¥200 million, expected to be recorded in the fiscal year ending March 2027
Impact on Business Performance
The Company expects to record an extraordinary gain of approximately ¥200 million in the fiscal year ending March 2027. The impact on consolidated results, including the impact on operating income or loss from excluding ECS from the scope of consolidation, is currently under review and will be disclosed once finalized.
Procedures and assumptions
Valuation methodologyThe transfer price was negotiated with the buyer based on the business's operating results and financial position for the fiscal year ended March 2026, its forecasts for the fiscal years ending March 2027 through March 2029, and the results of due diligence conducted by the buyer, among other factors.
Conditions Precedent to ExecutionThe share transfer will be completed after the absorption-type company split takes effect.
Management structure after acquisitionThe business is expected to be operated under PORT INC. One Company employee serving as ECS's representative director is scheduled to leave the position after the share transfer. The treatment of employees overall is not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Counterparty name | PORT INC. |
| Name of the Subject Company | ENECHANGE カスタマーサービス株式会社 |
| Business Description of the Subject Company | The offline-channel-focused portion of the household electricity and gas switching business, transferred from the Company through an absorption-type company split effective 1 December 2026 |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 |
| Date of Establishment of the Subject Company | 24 September 2026 |
| Net Sales of the Subject Company | The company has no completed fiscal year. For reference, revenue from this business in the most recent fiscal year, ended March 2026, was approximately ¥2 billion. |
| Operating Profit of the Subject Company | not disclosed. For reference, profit from the portion of the business subject to the share transfer, before allocation of head office expenses, was approximately negative ¥200 million for the fiscal year ended March 2026. |
| Acquisition price | ¥200,000,000 (¥200,000 per share) *Transfer price |
| Type of Consideration | Cash (¥200,000,000 as the transfer price) |
| Number of shares acquired | Not an acquisition. The number of shares transferred is 1,000 (the number of voting rights is not stated). |
| Voting rights ownership percentage | Before 100% → after 0% |
| Amount of extraordinary income (loss) | Extraordinary gain of approximately ¥200 million, expected to be recorded in the fiscal year ending March 2027 |
| Impact on Business Performance | The Company expects to record an extraordinary gain of approximately ¥200 million in the fiscal year ending March 2027. The impact on consolidated results, including the impact on operating income or loss from excluding ECS from the scope of consolidation, is currently under review and will be disclosed once finalized. |
| Date of board resolution | 23 October 2026 |
| Contract Date | 23 October 2026 |
| Execution Date / Effective Date | Effective date of the absorption-type company split: 1 December 2026. Closing date of the share transfer: 1 December 2026, after the absorption-type company split takes effect |
| Valuation methodology | The transfer price was negotiated with the buyer based on the business's operating results and financial position for the fiscal year ended March 2026, its forecasts for the fiscal years ending March 2027 through March 2029, and the results of due diligence conducted by the buyer, among other factors. |
| Conditions Precedent to Execution | The share transfer will be completed after the absorption-type company split takes effect. |
| Management structure after acquisition | The business is expected to be operated under PORT INC. One Company employee serving as ECS's representative director is scheduled to leave the position after the share transfer. The treatment of employees overall is not disclosed. |
Items this document does not state (11)
Net Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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.The Company determined that developing the business under PORT INC., which has expertise in operating offline channels and large-scale call centers, would improve its profitability and support growth, as it would take the Company considerable time to fundamentally improve the business's profitability on its own. The Company also intends to reallocate management resources to growth areas.
How to read this page
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