Komori
M&A and Subsidiary Changes4434Serverworks Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Making of a Consolidated Subsidiary into a Wholly Owned Subsidiary through Additional Share Acquisition

The Company has decided to acquire an additional 33.4% of the shares of its consolidated subsidiary G-gen from Newberry Global Japan LLC, making G-gen a wholly owned subsidiary. As a result, the Company's ownership interest in G-gen will increase from 66.6% to 100.0%.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
33.4
% (additional acquisition ratio)
Wording
Conditional
How definitive the wording is.

This transaction

Conversion into a wholly owned subsidiary through the additional acquisition of shares
CounterpartyNewberry Global Japan LLC
Disclosing companyServerworks Co.,Ltd.
G-gen Co., Ltd.Voting rights ownership percentageNumber of shares acquired 65,910 shares (number of voting rights: 65,910)

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.White points represent dates designated as scheduled dates in the document.
Target company

Systems planning, development and operation using cloud computing, primarily Google Cloud

Location Shinjuku-ku, TokyoShare capital ¥50,000,000Date of incorporation 13 July 2006
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed due to confidentiality obligations with the counterparty to the share acquisition.
Impact on Business Performance

As G-gen is already a consolidated subsidiary of the Company, the impact of this transaction on the Company's consolidated results for the fiscal year ending February 2027 is expected to be minor.

Procedures and assumptions
Valuation methodologyValuation of the share value by an independent third-party valuation institution
Management structure after acquisitionIn addition to accelerating decision-making, the Company will promote the integrated execution of the Group's business strategy, strengthen coordination across the sales organization, and facilitate the mutual utilization of technical personnel, while seeking to further enhance the corporate value of the Group through the optimal allocation of management resources.
This transaction
ItemDetails
Transaction nameConversion into a wholly owned subsidiary through the additional acquisition of shares
Counterparty nameNewberry Global Japan LLC
Name of the Subject CompanyG-gen Co., Ltd.
Business Description of the Subject CompanySystems planning, development and operation using cloud computing, primarily Google Cloud
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥50,000,000
Date of Establishment of the Subject Company13 July 2006
Acquisition priceThe acquisition price will not be disclosed due to confidentiality obligations with the counterparty to the share acquisition.
Number of shares acquired65,910 shares (number of voting rights: 65,910)
Voting rights ownership percentageBefore 66.6% → after 100.0%
Impact on Business PerformanceAs G-gen is already a consolidated subsidiary of the Company, the impact of this transaction on the Company's consolidated results for the fiscal year ending February 2027 is expected to be minor.
Date of board resolution23 October 2026
Contract Date29 October 2026 (予定)
Execution Date / Effective Date30 October 2026 (scheduled)
Valuation methodologyValuation of the share value by an independent third-party valuation institution
Management structure after acquisitionIn addition to accelerating decision-making, the Company will promote the integrated execution of the Group's business strategy, strengthen coordination across the sales organization, and facilitate the mutual utilization of technical personnel, while seeking to further enhance the corporate value of the Group through the optimal allocation of management resources.
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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.

By making G-gen a wholly owned subsidiary, the Company aims to accelerate decision-making and promote the Group's business strategy in an integrated manner, while also strengthening coordination across the sales organization, facilitating the mutual utilization of technical personnel, and optimizing the allocation of management resources to enhance corporate 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 the Making of a Consolidated Subsidiary into a Wholly Owned Subsidiary through Additional Share Acquisition | Serverworks Co.,Ltd. (4434) timely disclosure | Komori