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

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The group will transfer all 300 shares of its consolidated subsidiary トライコーン株式会社 to Basic Inc. and remove the company from the scope of consolidation. The transfer price is ¥1,615 million, and the transfer is scheduled to be completed on 14 December 2026.

Worth reading
86Important
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
1615
Millions of yen
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
CounterpartyBasic Inc.
Disclosing companySEPTENI HOLDINGS CO.,LTD.
トライコーン株式会社Voting rights ownership percentageNumber of shares acquired 300 shares (number of shares transferred), 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

Development of CRM platforms and DX support services

Location Shinjuku-ku, TokyoShare capital ¥90 millionDate of incorporation February 1997
Net Sales¥1,040 million (fiscal year ended December 2025)
Operating profit¥228 million (fiscal year ended December 2025)
Net income for the current fiscal year¥148 million (fiscal year ended December 2025)
Net assets¥516 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥1,615 million (transfer price)
Amount of extraordinary income (loss)Gain on sale (after tax) of approximately ¥760 million, expected to be recognized in the fourth-quarter consolidated accounting period of the fiscal year ending December 2026
Impact on Business Performance

A gain on sale (after tax) of approximately ¥760 million is expected to be recognized in the fourth-quarter consolidated accounting period of the fiscal year ending December 2026. The impact on full-year consolidated results and whether the consolidated earnings forecast needs to be revised are currently under review.

This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameBasic Inc.
Name of the Subject Companyトライコーン株式会社
Business Description of the Subject CompanyDevelopment of CRM platforms and DX support services
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥90 million
Date of Establishment of the Subject CompanyFebruary 1997
Net Sales of the Subject Company¥1,040 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥228 million (fiscal year ended December 2025)
Net Income of the Subject Company¥148 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥516 million (fiscal year ended December 2025)
Acquisition price¥1,615 million (transfer price)
Number of shares acquired300 shares (number of shares transferred), number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100.0% → after 0.0%
Amount of extraordinary income (loss)Gain on sale (after tax) of approximately ¥760 million, expected to be recognized in the fourth-quarter consolidated accounting period of the fiscal year ending December 2026
Impact on Business PerformanceA gain on sale (after tax) of approximately ¥760 million is expected to be recognized in the fourth-quarter consolidated accounting period of the fiscal year ending December 2026. The impact on full-year consolidated results and whether the consolidated earnings forecast needs to be revised are currently under review.
Date of board resolution13 November 2026
Contract Date13 November 2026
Execution Date / Effective Date14 December 2026 (scheduled)
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 amountValuation 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.

The group will review its business portfolio and improve profit and ROE by allocating management resources to growth areas. For トライコーン株式会社, the group also aims to expand the business and maximize the value provided to customers by making mutual use of the customer base, products and services, and personnel under Basic Inc.

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