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M&A and Subsidiary Changes4387ZUU Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Establishment of Specified Subsidiaries

The Company disclosed the establishment details, including those for prior fiscal years, after determining that several investment limited partnerships in whose formation it had been involved qualified as specified subsidiaries. It also disclosed that the controlling shareholder acquired 50 partnership interests in the relevant funds from existing investors.

Worth reading
40Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
50
Equivalent amount in millions of yen (capital contribution amount)
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of a Specified Subsidiary
CounterpartyZUU Funders Co., Ltd., 株式会社ユニコーン, ZUU Co.,Ltd., Other investors (undisclosed), Existing investors (undisclosed)
Disclosing companyZUU Co.,Ltd.
Subject of this transactionNumber of shares acquired 50 (partnership interests) / Number of voting rights: Not disclosed
Execution Date / Effective Date15 May 2024 (formation date of the ZUU & De Capital Target Fund for KKday Investment Limited Partnership), 3 October 2024 (formation date of the ZUU Target Fund for PlayMining Investment Limited Liability Partnership), 22 January 2025 (formation date of the ZUU Target Fund for ウェルディッシュ Investment Limited Liability Partnership), 5 March 2025 (formation date of the ZUU Target Fund for ミツフジ Investment Limited Liability Partnership), 30 July 2025 (formation date of the ZUU Target Fund for JALCO Investment Limited Liability Partnership), 30 September 2025 (formation date of the ZUU Target Fund for SA Investment Limited Liability Partnership), 1 October 2025 (formation date of the ZUU Target Fund for CH Investment Limited Liability Partnership), 20 October 2025 (formation date of the ZUU Target Fund for INT Investment Limited Liability Partnership), 20 November 2025 (formation date of the ZUU Target Fund for CH No. 2 Investment Limited Liability Partnership), 3 December 2025 (formation date of the ZUU Target Fund for LC Investment Limited Liability Partnership), 9 December 2025 (formation date of the ZUU Target Fund for MH1 Investment Limited Liability Partnership), 19 January 2026 (formation date of the ZUU Target Fund for KY Investment Limited Liability Partnership), 20 February 2026 (date on which the partnership interests in the relevant funds were acquired), 26 February 2026 (formation date of the ZUU Target Fund for AD Investment Limited Liability Partnership)
Consideration and expenses
Acquisition priceEquivalent to ¥50 million (transfer price for 50 partnership interests)
Type of ConsiderationCash (transfer price equivalent to ¥50 million)
Funding arrangementsThe relevant funds conduct investment activities primarily using capital contributions from external investors.
Impact on Business Performance

The relevant funds conduct investment activities primarily using capital contributions from external investors, and the economic burden on the Group is limited.

Procedures and assumptions
Management structure after acquisitionAll of the general partners are wholly owned subsidiaries of the Company. The representative director of ZUU Funders 株式会社 is Tomita Kazunari (冨田和成), and the representative director of 株式会社ユニコーン is Yasuda Jiro (安田次郎).
This transaction
ItemDetails
Transaction nameEstablishment of a Specified Subsidiary
Counterparty nameZUU Funders Co., Ltd., 株式会社ユニコーン, ZUU Co.,Ltd., Other investors (undisclosed), Existing investors (undisclosed)
Acquisition priceEquivalent to ¥50 million (transfer price for 50 partnership interests)
Type of ConsiderationCash (transfer price equivalent to ¥50 million)
Number of shares acquired50 (partnership interests) / Number of voting rights: Not disclosed
Funding arrangementsThe relevant funds conduct investment activities primarily using capital contributions from external investors.
Impact on Business PerformanceThe relevant funds conduct investment activities primarily using capital contributions from external investors, and the economic burden on the Group is limited.
Execution Date / Effective Date15 May 2024 (formation date of the ZUU & De Capital Target Fund for KKday Investment Limited Partnership), 3 October 2024 (formation date of the ZUU Target Fund for PlayMining Investment Limited Liability Partnership), 22 January 2025 (formation date of the ZUU Target Fund for ウェルディッシュ Investment Limited Liability Partnership), 5 March 2025 (formation date of the ZUU Target Fund for ミツフジ Investment Limited Liability Partnership), 30 July 2025 (formation date of the ZUU Target Fund for JALCO Investment Limited Liability Partnership), 30 September 2025 (formation date of the ZUU Target Fund for SA Investment Limited Liability Partnership), 1 October 2025 (formation date of the ZUU Target Fund for CH Investment Limited Liability Partnership), 20 October 2025 (formation date of the ZUU Target Fund for INT Investment Limited Liability Partnership), 20 November 2025 (formation date of the ZUU Target Fund for CH No. 2 Investment Limited Liability Partnership), 3 December 2025 (formation date of the ZUU Target Fund for LC Investment Limited Liability Partnership), 9 December 2025 (formation date of the ZUU Target Fund for MH1 Investment Limited Liability Partnership), 19 January 2026 (formation date of the ZUU Target Fund for KY Investment Limited Liability Partnership), 20 February 2026 (date on which the partnership interests in the relevant funds were acquired), 26 February 2026 (formation date of the ZUU Target Fund for AD Investment Limited Liability Partnership)
Management structure after acquisitionAll of the general partners are wholly owned subsidiaries of the Company. The representative director of ZUU Funders 株式会社 is Tomita Kazunari (冨田和成), and the representative director of 株式会社ユニコーン is Yasuda Jiro (安田次郎).
Items this document does not state (23)
Name of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract 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.

The Company determined, following an investigation and confirmation and discussions with the Tokyo Stock Exchange, that timely disclosure was required based on the total amount of capital contributed to the funds. The funds were formed to invest in and provide management support to unlisted and listed companies, and the Company explained that the economic burden on the Group is limited.

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Notice Regarding the Establishment of Specified Subsidiaries | ZUU Co.,Ltd. (4387) timely disclosure | Komori