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M&A and Subsidiary Changes4261AsiaQuest Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社テトラ・コミュニケーションズ (Making It a Subsidiary)

アジアクエスト will acquire all 1,000 shares of 株式会社テトラ・コミュニケーションズ and make it a wholly owned subsidiary. The acquisition price is ¥920 million, and the total amount including advisory fees and other expenses is approximately ¥931 million.

Worth reading
54Recurring
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
931000
Thousand yen (approx.)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyManagement Solutions Co.,Ltd., Suehiro Yusuke (末廣祐介)
Disclosing companyAsiaQuest Co.,Ltd.
株式会社テトラ・コミュニケーションズVoting rights ownership percentageNumber of shares acquired 1,000 shares (number of voting rights: 1,000)

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.White points represent dates designated as scheduled dates in the document.
Target company

Business and systems consulting specializing in life insurance companies, and the development, construction, operation and maintenance of systems Design, implementation, kitting, maintenance and support for PCs, servers, networks and security systems

Location Chiyoda-ku, TokyoShare capital ¥10 millionDate of incorporation 11 November 2008
Net Sales¥1,106.569 million (fiscal year ended December 2025)
Operating profit¥82.425 million (fiscal year ended December 2025)
Net income for the current fiscal year¥64.509 million (fiscal year ended December 2025)
Net assets¥355.191 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceCommon shares of テトラ・コミュニケーションズ: ¥920 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approx.): ¥11 million
Type of ConsiderationCash
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the current fiscal year is currently under review. If any matter requiring disclosure arises, including the need to revise the earnings forecast, the Company will promptly make an announcement.

Procedures and assumptions
Valuation methodologyAssessment of equity value by a third-party valuation firm
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameManagement Solutions Co.,Ltd., Suehiro Yusuke (末廣祐介)
Name of the Subject Company株式会社テトラ・コミュニケーションズ
Business Description of the Subject CompanyBusiness and systems consulting specializing in life insurance companies, and the development, construction, operation and maintenance of systems Design, implementation, kitting, maintenance and support for PCs, servers, networks and security systems
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company11 November 2008
Net Sales of the Subject Company¥1,106.569 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥82.425 million (fiscal year ended December 2025)
Net Income of the Subject Company¥64.509 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥355.191 million (fiscal year ended December 2025)
Acquisition priceCommon shares of テトラ・コミュニケーションズ: ¥920 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approx.): ¥11 million
Type of ConsiderationCash
Number of shares acquired1,000 shares (number of voting rights: 1,000)
Voting rights ownership percentageBefore ‐% → after 100%
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the current fiscal year is currently under review. If any matter requiring disclosure arises, including the need to revise the earnings forecast, the Company will promptly make an announcement.
Date of board resolution1 October 2026
Contract Date1 October 2026
Execution Date / Effective Date2 November 2026 (予定)
Valuation methodologyAssessment of equity value by a third-party valuation firm
Items this document does not state (11)
Merger 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.

To enable a full-scale entry into the life insurance industry and, by combining テトラ・コミュニケーションズ' expertise and customer base with the Company's AI and cloud technologies and global resources, including those in ASEAN, provide high-value-added DX solutions, achieve cross-selling and enhance corporate value.

How to read this page

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Notice Regarding the Acquisition of Shares in 株式会社テトラ・コミュニケーションズ (Making It a Subsidiary) | AsiaQuest Co.,Ltd. (4261) timely disclosure | Komori