Worth reading
70In 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
1423
¥ million (total estimated amount, including the acquisition price, advisory fees and other expenses)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in 日東通信株式会社 (making it a subsidiary)CounterpartyTo be determined
Disclosing companySECURE,INC.
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
Telecommunications construction and wholesale of electrical machinery and equipment
Location Aoba-ku, Sendai, Miyagi PrefectureShare capital ¥40 millionDate of incorporation 21 June 1971
Net Sales¥2,718 million (fiscal year ended March 2026)
Operating profit¥64 million (fiscal year ended March 2026)
Net income for the current fiscal year¥121 million (fiscal year ended March 2026)
Net assets¥1,256 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥1,405 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥18 million
Type of ConsiderationCash
Funding arrangementsBorrowing of ¥1,405 million from Mizuho Bank, Ltd.
Impact on Business Performance
The impact on results for the fiscal year ending December 2026 is currently under review. The Company believes the transaction will contribute to improved results from the fiscal year ending December 2027 onward.
Procedures and assumptions
Conditions Precedent to ExecutionThe share transfer is scheduled to be executed following the establishment of a newly incorporated company (scheduled for 19 October 2026) and the cancellation of 14,800 treasury shares held by 日東通信株式会社.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in 日東通信株式会社 (making it a subsidiary) |
| Counterparty name | To be determined |
| Name of the Subject Company | 日東通信株式会社 |
| Business Description of the Subject Company | Telecommunications construction and wholesale of electrical machinery and equipment |
| Location of the Subject Company | Aoba-ku, Sendai, Miyagi Prefecture |
| Capital Stock of the Subject Company | ¥40 million |
| Date of Establishment of the Subject Company | 21 June 1971 |
| Net Sales of the Subject Company | ¥2,718 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥64 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥121 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥1,256 million (fiscal year ended March 2026) |
| Acquisition price | ¥1,405 million |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥18 million |
| Type of Consideration | Cash |
| Number of shares acquired | 65,200 shares (number of voting rights: 65,200) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Funding arrangements | Borrowing of ¥1,405 million from Mizuho Bank, Ltd. |
| Impact on Business Performance | The impact on results for the fiscal year ending December 2026 is currently under review. The Company believes the transaction will contribute to improved results from the fiscal year ending December 2027 onward. |
| Date of board resolution | 13 October 2026 |
| Contract Date | 13 October 2026 |
| Execution Date / Effective Date | 18 December 2026 (scheduled) |
| Conditions Precedent to Execution | The share transfer is scheduled to be executed following the establishment of a newly incorporated company (scheduled for 19 October 2026) and the cancellation of 14,800 treasury shares held by 日東通信株式会社. |
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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 incorporate 日東通信株式会社's network of locations throughout the Tohoku region, customer base among government agencies and major local companies, and technical capabilities in the design and construction of communications systems and telecommunications work, thereby strengthening the sales, construction and maintenance structure in the Tohoku region, promoting mutual use of the customer bases, and enhancing the Group's overall technical capabilities.
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