Komori
M&A and Subsidiary Changes4382HEROZ,Inc.Information and Communications, Services and Others

Execution of a Share Transfer Agreement Concerning Shares in a Subsidiary

HEROZ entered into an agreement to sell its 79,499 shares in its consolidated subsidiary ストラテジット, representing 94.36% of voting rights, to GMO GlobalSign Holdings, Inc., reducing its ownership stake in the company to 0%. The share transfer is scheduled to be completed on 30 April 2026.

Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
424604159
¥
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share transfer
CounterpartyGMO GlobalSign Holdings, Inc.
Disclosing companyHEROZ,Inc.
株式会社ストラテジットVoting rights ownership percentageNumber of shares acquired 79,499 shares and 79,499 voting rights (number of shares transferred)

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

Planning, development and operation of the SaaS integration solution "JOINT" and other businesses

Location Minato-ku, TokyoShare capital ¥34,998,675Date of incorporation July 2019
Net Sales¥247 million (fiscal year ended February 2025)
Operating profitOperating loss of ¥141 million (fiscal year ended February 2025)
Net income for the current fiscal yearNet loss of ¥140 million (fiscal year ended February 2025)
Net assets¥248 million (fiscal year ended February 2025)
Consideration and expenses
Acquisition price¥424,604,159 (maximum amount comprising the base transfer price of ¥400,000,000 plus an adjustment payment capped at ¥24,604,159)
Type of ConsiderationCash (the base transfer price will be paid on the completion date of the share transfer, and the adjustment payment will be paid at a later date)
Amount of extraordinary income (loss)A gain on the sale of shares is expected to arise. The specific amount is currently under review. Quarter of recognition: not disclosed
Impact on Business Performance

A gain on the sale of shares is expected to arise in connection with this share transfer. The specific amount is currently under review.

Procedures and assumptions
Management structure after acquisitionThe disclosure states that ストラテジット will join the GMO GlobalSign Holdings, Inc. group, enabling business development that makes use of its SaaS integration technologies and expertise. The corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameGMO GlobalSign Holdings, Inc.
Name of the Subject Company株式会社ストラテジット
Business Description of the Subject CompanyPlanning, development and operation of the SaaS integration solution "JOINT" and other businesses
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥34,998,675
Date of Establishment of the Subject CompanyJuly 2019
Net Sales of the Subject Company¥247 million (fiscal year ended February 2025)
Operating Profit of the Subject CompanyOperating loss of ¥141 million (fiscal year ended February 2025)
Net Income of the Subject CompanyNet loss of ¥140 million (fiscal year ended February 2025)
Net Assets of the Subject Company¥248 million (fiscal year ended February 2025)
Acquisition price¥424,604,159 (maximum amount comprising the base transfer price of ¥400,000,000 plus an adjustment payment capped at ¥24,604,159)
Type of ConsiderationCash (the base transfer price will be paid on the completion date of the share transfer, and the adjustment payment will be paid at a later date)
Number of shares acquired79,499 shares and 79,499 voting rights (number of shares transferred)
Voting rights ownership percentageBefore 94.36 → after 0
Amount of extraordinary income (loss)A gain on the sale of shares is expected to arise. The specific amount is currently under review. Quarter of recognition: not disclosed
Impact on Business PerformanceA gain on the sale of shares is expected to arise in connection with this share transfer. The specific amount is currently under review.
Date of board resolution20 April 2026
Contract Date20 April 2026
Execution Date / Effective Date30 April 2026 (scheduled)
Management structure after acquisitionThe disclosure states that ストラテジット will join the GMO GlobalSign Holdings, Inc. group, enabling business development that makes use of its SaaS integration technologies and expertise. The corporate name, representative and treatment of employees: not disclosed
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

The transaction will enable ストラテジット to join the GMO GlobalSign Holdings, Inc. group, which has strengths in internet infrastructure and DX support, supporting the company's further growth and enhancement of corporate value and enabling business development that makes maximum use of ストラテジット's SaaS integration technologies and expertise.

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.
Execution of a Share Transfer Agreement Concerning Shares in a Subsidiary | HEROZ,Inc. (4382) timely disclosure | Komori