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

Notice Regarding the Acquisition of Shares in Media House Holdings Co., Ltd. (Making It a Subsidiary)

Septeni Holdings has decided to acquire 954,900 shares of 株式会社メディアハウスホールディングス, making it a wholly owned subsidiary with 100.0% of the voting rights. The acquisition price is ¥10,781 million, and completion is scheduled for 4 November 2026.

Worth reading
64In 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
10838
Millions of yen
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
Counterparty株式会社 HK, Hatouchi Keisuke (波戸内 啓介)
Disclosing companySEPTENI HOLDINGS CO.,LTD.
株式会社メディアハウスホールディングスVoting rights ownership percentageNumber of shares acquired 954,900 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

Recruitment support, web marketing and other businesses

Location Shinjuku-ku, TokyoShare capital ¥50 millionDate of incorporation 6 August 1983
Net Sales¥14,501 million (fiscal year ended December 2025)
Operating profit¥648 million (fiscal year ended December 2025)
Net income for the current fiscal year¥2,021 million (fiscal year ended December 2025)
Net assets¥2,977 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥10,781 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥57 million
Impact on Business Performance

The impact of the acquisition of shares on consolidated results for the fiscal year ending December 2026 is immaterial. The consolidated earnings forecast for the fiscal year ending December 2027 is currently under review and is scheduled to be disclosed when the full-year results for the fiscal year ending December 2026 are announced in February 2027.

Procedures and assumptions
Conditions Precedent to ExecutionBy the date of completion of the share transfer, the relevant shareholder must consolidate the ordinary shares of MH. Even if consolidation of all shares is not completed, the acquisition of shares will proceed if at least two-thirds of the issued shares, excluding treasury shares, can be consolidated, and a squeeze-out of the remaining shares is scheduled to be carried out.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty name株式会社 HK, Hatouchi Keisuke (波戸内 啓介)
Name of the Subject Company株式会社メディアハウスホールディングス
Business Description of the Subject CompanyRecruitment support, web marketing and other businesses
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company6 August 1983
Net Sales of the Subject Company¥14,501 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥648 million (fiscal year ended December 2025)
Net Income of the Subject Company¥2,021 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥2,977 million (fiscal year ended December 2025)
Acquisition price¥10,781 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥57 million
Number of shares acquired954,900 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact of the acquisition of shares on consolidated results for the fiscal year ending December 2026 is immaterial. The consolidated earnings forecast for the fiscal year ending December 2027 is currently under review and is scheduled to be disclosed when the full-year results for the fiscal year ending December 2026 are announced in February 2027.
Date of board resolution24 September 2026
Contract Date24 September 2026 (scheduled)
Execution Date / Effective Date4 November 2026 (scheduled)
Conditions Precedent to ExecutionBy the date of completion of the share transfer, the relevant shareholder must consolidate the ordinary shares of MH. Even if consolidation of all shares is not completed, the acquisition of shares will proceed if at least two-thirds of the issued shares, excluding treasury shares, can be consolidated, and a squeeze-out of the remaining shares is scheduled to be carried out.
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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 capture growth in the performance-based recruitment advertising market and strengthen the business foundation by combining メディアハウスホールディングス' customer base among small and medium-sized companies, sales network and track record in recruitment support with our digital marketing and HR marketing expertise, thereby improving our proposal capabilities and purchasing power.

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Notice Regarding the Acquisition of Shares in Media House Holdings Co., Ltd. (Making It a Subsidiary) | SEPTENI HOLDINGS CO.,LTD. (4293) timely disclosure | Komori