Komori
M&A and Subsidiary Changes4418Japan Data Science Consortium Co.Ltd.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

A share transfer agreement has been signed to transfer all shares of consolidated subsidiary Mail Customer Center Co., Ltd. (MCC) to RAKSUL INC. for ¥2.7 billion. The transfer is scheduled to take place on 1 October 2026, subject to shareholder approval and other conditions. Following the transfer, MCC will cease to be a consolidated subsidiary of JDSC, and a gain on the sale of shares in an affiliated company is expected to be recognized as extraordinary income in the fiscal year ending June 2027.

Worth reading
77Important
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
2700
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyRaksul, Inc.
Disclosing companyJapan Data Science Consortium Co.Ltd.
Email Customer Center Co., Ltd.Voting rights ownership percentageNumber of shares acquired 100 shares (100 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

Direct-mail fulfillment services

Location Chuo-ku, TokyoShare capital ¥238 millionDate of incorporation 2 July 1999
Net Sales¥17.847 billion (fiscal year ended June 2026)
Operating profit¥100 million (fiscal year ended June 2026)
Net income for the current fiscal year¥53 million (fiscal year ended June 2026)
Net assets¥865 million (fiscal year ended June 2026)
Consideration and expenses
Acquisition price¥2.7 billion (transfer price)
Type of ConsiderationCash
Amount of extraordinary income (loss)Consolidated: approximately ¥450 million gain on the sale of shares in an affiliated company, fiscal year ending June 2027, extraordinary income. Non-consolidated: approximately ¥410 million gain on the sale of shares in an affiliated company, fiscal year ending June 2027, extraordinary income.
Impact on Business Performance

MCC will be excluded from the scope of consolidation from the second quarter of the fiscal year ending June 2027. The company expects to recognize an approximately ¥450 million gain on the sale of shares in an affiliated company as extraordinary income in the consolidated financial statements for the fiscal year ending June 2027, and an approximately ¥410 million gain in the non-consolidated financial statements. These outlook figures have already been reflected in the earnings forecast for the fiscal year ending June 2027. The amounts are approximate and may change.

Procedures and assumptions
Conditions Precedent to ExecutionApproval at the 8th Annual General Meeting of Shareholders scheduled for 28 September 2026. Clearance from competition authorities in Japan and overseas, and other approvals and permits required by the relevant authorities under applicable laws and regulations.
Management structure after acquisitionMCC will establish its direct-mail delivery system under the platform of the RAKSUL Group. Trade name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameRaksul, Inc.
Name of the Subject CompanyEmail Customer Center Co., Ltd.
Business Description of the Subject CompanyDirect-mail fulfillment services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥238 million
Date of Establishment of the Subject Company2 July 1999
Net Sales of the Subject Company¥17.847 billion (fiscal year ended June 2026)
Operating Profit of the Subject Company¥100 million (fiscal year ended June 2026)
Net Income of the Subject Company¥53 million (fiscal year ended June 2026)
Net Assets of the Subject Company¥865 million (fiscal year ended June 2026)
Acquisition price¥2.7 billion (transfer price)
Type of ConsiderationCash
Number of shares acquired100 shares (100 voting rights) [number of shares transferred]
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)Consolidated: approximately ¥450 million gain on the sale of shares in an affiliated company, fiscal year ending June 2027, extraordinary income. Non-consolidated: approximately ¥410 million gain on the sale of shares in an affiliated company, fiscal year ending June 2027, extraordinary income.
Impact on Business PerformanceMCC will be excluded from the scope of consolidation from the second quarter of the fiscal year ending June 2027. The company expects to recognize an approximately ¥450 million gain on the sale of shares in an affiliated company as extraordinary income in the consolidated financial statements for the fiscal year ending June 2027, and an approximately ¥410 million gain in the non-consolidated financial statements. These outlook figures have already been reflected in the earnings forecast for the fiscal year ending June 2027. The amounts are approximate and may change.
Date of board resolution14 August 2026
Contract Date14 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionApproval at the 8th Annual General Meeting of Shareholders scheduled for 28 September 2026. Clearance from competition authorities in Japan and overseas, and other approvals and permits required by the relevant authorities under applicable laws and regulations.
Management structure after acquisitionMCC will establish its direct-mail delivery system under the platform of the RAKSUL Group. Trade name, representative and treatment of employees: not disclosed
Items this document does not state (10)
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 Committee

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 reason is to allocate management resources appropriately and optimize the business portfolio in response to growing demand for cutting-edge AI technologies, including AI agent development. The company also determined that establishing MCC's direct-mail delivery system under RAKSUL's platform would enhance MCC's business value.

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) | Japan Data Science Consortium Co.Ltd. (4418) timely disclosure | Komori