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M&A and Subsidiary Changes4264SECURE,INC.Information and Communications, Services and Others

Notice Concerning Completion of the Change in Subsidiary (Acquisition of Shares) (Progress of Disclosed Matter)

The procedure to acquire 1,000 issued shares of 株式会社テスコムジャパン and make it a wholly owned subsidiary was completed on 1 July 2026.

Worth reading
71In 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
611
¥ millions (approximate amount, including the ¥570 million acquisition price and ¥41 million in advisory fees and other expenses)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares in 株式会社テスコムジャパン (making it a subsidiary)
Counterparty1 individual shareholder (details undisclosed), 1 other individual shareholder (details undisclosed)
Disclosing companySECURE,INC.
株式会社テスコムジャパン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.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of CCTV equipment, security equipment and electronic application equipment; electronic circuit design, mechanical design, various mold design, printed circuit board assembly and assembly operations

Location Yamashina-ku, Kyoto, Kyoto PrefectureShare capital ¥50 millionDate of incorporation 22 August 2000
Net Sales¥692 million (fiscal year ended March 2026)
Operating profit¥65 million (fiscal year ended March 2026)
Net income for the current fiscal year¥48 million (fiscal year ended March 2026)
Net assets¥442 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥570 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥41 million
Type of ConsiderationCash
Impact on Business Performance

The impact on results for the fiscal year ending December 2026 is currently under review. If any matter requiring disclosure arises, it will be disclosed promptly.

Major shareholders of the target company and their ownership ratios1 individual shareholder (90.0%); 1 other individual shareholder (10.0%)
This transaction
ItemDetails
Transaction nameAcquisition of shares in 株式会社テスコムジャパン (making it a subsidiary)
Counterparty name1 individual shareholder (details undisclosed), 1 other individual shareholder (details undisclosed)
Name of the Subject Company株式会社テスコムジャパン
Business Description of the Subject CompanyManufacture and sale of CCTV equipment, security equipment and electronic application equipment; electronic circuit design, mechanical design, various mold design, printed circuit board assembly and assembly operations
Location of the Subject CompanyYamashina-ku, Kyoto, Kyoto Prefecture
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company22 August 2000
Net Sales of the Subject Company¥692 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥65 million (fiscal year ended March 2026)
Net Income of the Subject Company¥48 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥442 million (fiscal year ended March 2026)
Acquisition price¥570 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥41 million
Type of ConsiderationCash
Number of shares acquired1,000 shares (number of voting rights: 1,000)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on results for the fiscal year ending December 2026 is currently under review. If any matter requiring disclosure arises, it will be disclosed promptly.
Date of board resolution16 June 2026
Contract Date16 June 2026
Execution Date / Effective Date1 July 2026 (share transfer completion date)
Major shareholders of the target company and their ownership ratios1 individual shareholder (90.0%); 1 other individual shareholder (10.0%)
Items this document does not state (12)
Merger 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 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 bring テスコムジャパン’s development and manufacturing technologies for security equipment into the Group and combine them with the Group’s sales channels and sales capabilities, thereby expanding its sales domains, strengthening its product capabilities by combining AI and payment technologies with hardware, and bringing hardware design and development capabilities in-house.

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 Concerning Completion of the Change in Subsidiary (Acquisition of Shares) (Progress of Disclosed Matter) | SECURE,INC. (4264) timely disclosure | Komori