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M&A and Subsidiary Changes4293SEPTENI HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

SEPTENI HOLDINGS CO.,LTD. will transfer all shares of its consolidated subsidiary LION DIGITAL GLOBAL LIMITED, removing the company from the consolidated group. The transfer price has not been disclosed due to confidentiality obligations.

Worth reading
44Recurring
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
1787188
Shares (number of shares transferred)
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
CounterpartyNot disclosed pursuant to an agreement with the transferee (a foreign private company)
Disclosing companySEPTENI HOLDINGS CO.,LTD.
LION DIGITAL GLOBAL LIMITEDVoting rights ownership percentageNumber of shares acquired 1,787,188 shares (number of voting rights: Not disclosed)

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

Digital marketing support services in Southeast Asia Holding company overseeing multiple operating companies

Location Hong Kong (KOWLOON)Share capital ¥1,769 millionDate of incorporation June 2012
Net SalesNot disclosed at the request of the transferee
Operating profitNot disclosed at the request of the transferee
Net income for the current fiscal yearNot disclosed at the request of the transferee
Net assetsNot disclosed at the request of the transferee
Consideration and expenses
Acquisition priceThe transfer price has not been disclosed in light of the confidentiality obligations under the share transfer agreement.
Impact on Business Performance

The impact of this share transfer on the Company's consolidated results for the fiscal year ending December 2026 is immaterial.

Procedures and assumptions
Valuation methodologyDetermined through negotiations conducted through a fair process
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameNot disclosed pursuant to an agreement with the transferee (a foreign private company)
Name of the Subject CompanyLION DIGITAL GLOBAL LIMITED
Business Description of the Subject CompanyDigital marketing support services in Southeast Asia Holding company overseeing multiple operating companies
Location of the Subject CompanyHong Kong (KOWLOON)
Capital Stock of the Subject Company¥1,769 million
Date of Establishment of the Subject CompanyJune 2012
Net Sales of the Subject CompanyNot disclosed at the request of the transferee
Operating Profit of the Subject CompanyNot disclosed at the request of the transferee
Net Income of the Subject CompanyNot disclosed at the request of the transferee
Net Assets of the Subject CompanyNot disclosed at the request of the transferee
Acquisition priceThe transfer price has not been disclosed in light of the confidentiality obligations under the share transfer agreement.
Number of shares acquired1,787,188 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 100.0% → after 0%
Impact on Business PerformanceThe impact of this share transfer on the Company's consolidated results for the fiscal year ending December 2026 is immaterial.
Date of board resolution26 May 2026
Contract Date28 May 2026 (scheduled)
Execution Date / Effective Date28 May 2026 (scheduled)
Valuation methodologyDetermined through negotiations conducted through a fair process
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger 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.

The Company decided to review its overseas business strategy and allocate management resources to growth areas in order to improve profit and ROE. It also determined that operating LION under an owner with an established business base in Southeast Asia and knowledge of local business practices would contribute to LION's sustainable growth and enhance the corporate value of both companies.

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 Regarding Change in Consolidated Subsidiary (Share Transfer) | SEPTENI HOLDINGS CO.,LTD. (4293) timely disclosure | Komori