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M&A and Subsidiary Changes4331TAKE AND GIVE. NEEDS Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Establishment of a Subsidiary

The Company will establish 株式会社ポロ・ホテルマネジメント as a wholly owned subsidiary to operate and manage the hotel currently under construction in Sapporo. The establishment date is scheduled for 1 June 2026, and the business commencement date will be determined at a later date.

Worth reading
37Immaterial
Scored from 3 of 5 sections
Direction
—
Direction inferred from the company’s description.
Scale
1000
¥10,000
Wording
Conditional
How definitive the wording is.

This transaction

Subsidiary Formation
Disclosing companyTAKE AND GIVE. NEEDS Co.,Ltd.
株式会社ポロ・ホテルマネジメントVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Operation and management of hotels

Location Shinagawa Ward, TokyoShare capital ¥10 millionDate of incorporation 1 June 2026 (予定)
Impact on Business Performance

The impact of this matter on consolidated results for the fiscal year ending December 2026 is expected to be minor. Over the medium to long term, however, the Company believes that it will contribute to improved consolidated results and corporate value as part of the Group's efforts to achieve sustainable growth.

Procedures and assumptions
Management structure after acquisitionThe scheduled representative is Representative Director and President Iwase Kenji (岩瀬 賢治), currently Representative Director and President of TAKE AND GIVE. NEEDS Co.,Ltd. Officers and employees from the Group are expected to concurrently hold positions at, or transfer from the Group to, the subsidiary.
This transaction
ItemDetails
Transaction nameSubsidiary Formation
Name of the Subject Company株式会社ポロ・ホテルマネジメント
Business Description of the Subject CompanyOperation and management of hotels
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company1 June 2026 (予定)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of this matter on consolidated results for the fiscal year ending December 2026 is expected to be minor. Over the medium to long term, however, the Company believes that it will contribute to improved consolidated results and corporate value as part of the Group's efforts to achieve sustainable growth.
Date of board resolution24 April 2026
Execution Date / Effective Date1 June 2026 (予定)
Management structure after acquisitionThe scheduled representative is Representative Director and President Iwase Kenji (岩瀬 賢治), currently Representative Director and President of TAKE AND GIVE. NEEDS Co.,Ltd. Officers and employees from the Group are expected to concurrently hold positions at, or transfer from the Group to, the subsidiary.
Items this document does not state (21)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

In light of the growth of the hotel business and its business characteristics, the Company aims to accelerate decision-making and strengthen expertise by operating it as an independent management unit. The Company also aims to stabilize the management foundation of the Group as a whole and achieve sustainable growth.

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 the Establishment of a Subsidiary | TAKE AND GIVE. NEEDS Co.,Ltd. (4331) timely disclosure | Komori