Notice Regarding the Making of 株式会社アクティブリテック a Wholly Owned Subsidiary Through an Acquisition of Shares and Share Exchange, and the Change in Major Shareholders
INFONET inc., 株式会社アクティブリテック
Architectural CG and animation, XR applications using VR and AR, digital twins, web application development, and sales of 3DCG scanners (the businesses of 株式会社アクティブリテック)
INFONET inc. determined that integrating the technological capabilities and human resources of 株式会社アクティブリテック with the management resources held by the INFONET Group in a unified manner, and establishing a structure that enables the flexible mutual use of management resources, would contribute to strengthening the competitiveness of the Group as a whole and achieving sustainable growth. INFONET inc. is also looking ahead to a future transition to a holding company structure.
Acquisition price for the shares: ¥50,002,470; advisory fees and other expenses (estimated): ¥10,000,000; total (estimated): ¥60,002,470. INFONET inc. plans to deliver 419,685 common shares as consideration for the share exchange. The amount of goodwill and the impact on consolidated results are currently under review.
The impact on INFONET inc.'s consolidated results is currently under review. If any matters requiring disclosure arise, INFONET inc. will disclose them promptly.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
株式会社パスファインダー: 770 voting rights (77,000 shares), 3.81%, ranked second. Based on total voting rights of 20,207 held by all shareholders as of 31 March 2026.
株式会社パスファインダー: 3,447 voting rights (344,799 shares), 14.13%, ranked second. Based on total voting rights of 24,403 held by all shareholders, including 4,196 voting rights attached to the new shares issued through the share exchange. The change is scheduled to take effect on 1 July 2026.
Company response
INFONET inc. obtained a share exchange ratio calculation report from 株式会社ROLEUP. 株式会社ROLEUP is an independent third-party valuation institution independent of INFONET inc. and 株式会社アクティブリテック. The establishment of a third-party committee or special investigation committee was not disclosed.
Emura Masato (江村 真人) was excluded from the deliberation and resolution of the proposal as a specially interested party. Any reduction in remuneration, resignation or other disciplinary action was not disclosed.
Related procedures
Statutory shareholder approval procedures under the Companies Act relating to the share transfer and share exchange
株式会社アクティブリテック is scheduled to become a consolidated subsidiary upon the share exchange taking effect. The shareholder meeting of 株式会社アクティブリテック is scheduled for 26 June 2026, INFONET inc.'s shareholder meeting for 29 June 2026, and the effective date of the share exchange for 1 July 2026. The impact on consolidated results is currently under review.
The Bank will promptly make disclosure if any matter requiring public disclosure arises.
| Item | Details |
|---|---|
| Event name | Notice Regarding the Making of 株式会社アクティブリテック a Wholly Owned Subsidiary Through an Acquisition of Shares and Share Exchange, and the Change in Major Shareholders |
| Date of occurrence | 19 May 2026 (the date of the Board of Directors' resolution and the execution of the share transfer agreement and share exchange agreement) |
| Subject Entity | INFONET inc., 株式会社アクティブリテック |
| Target Locations / Products | Architectural CG and animation, XR applications using VR and AR, digital twins, web application development, and sales of 3DCG scanners (the businesses of 株式会社アクティブリテック) |
| Cause | INFONET inc. determined that integrating the technological capabilities and human resources of 株式会社アクティブリテック with the management resources held by the INFONET Group in a unified manner, and establishing a structure that enables the flexible mutual use of management resources, would contribute to strengthening the competitiveness of the Group as a whole and achieving sustainable growth. INFONET inc. is also looking ahead to a future transition to a holding company structure. |
| Amount of Impact on Business Performance | Acquisition price for the shares: ¥50,002,470; advisory fees and other expenses (estimated): ¥10,000,000; total (estimated): ¥60,002,470. INFONET inc. plans to deliver 419,685 common shares as consideration for the share exchange. The amount of goodwill and the impact on consolidated results are currently under review. |
| Impact on Earnings Forecast | The impact on INFONET inc.'s consolidated results is currently under review. If any matters requiring disclosure arise, INFONET inc. will disclose them promptly. |
| Type of litigation or proceeding | Statutory shareholder approval procedures under the Companies Act relating to the share transfer and share exchange |
| Investigation structure | INFONET inc. obtained a share exchange ratio calculation report from 株式会社ROLEUP. 株式会社ROLEUP is an independent third-party valuation institution independent of INFONET inc. and 株式会社アクティブリテック. The establishment of a third-party committee or special investigation committee was not disclosed. |
| Directors' and officers' liability | Emura Masato (江村 真人) was excluded from the deliberation and resolution of the proposal as a specially interested party. Any reduction in remuneration, resignation or other disciplinary action was not disclosed. |
| Voting rights ownership percentage before the change | 株式会社パスファインダー: 770 voting rights (77,000 shares), 3.81%, ranked second. Based on total voting rights of 20,207 held by all shareholders as of 31 March 2026. |
| Voting rights ownership percentage after the change | 株式会社パスファインダー: 3,447 voting rights (344,799 shares), 14.13%, ranked second. Based on total voting rights of 24,403 held by all shareholders, including 4,196 voting rights attached to the new shares issued through the share exchange. The change is scheduled to take effect on 1 July 2026. |
| Outlook | 株式会社アクティブリテック is scheduled to become a consolidated subsidiary upon the share exchange taking effect. The shareholder meeting of 株式会社アクティブリテック is scheduled for 26 June 2026, INFONET inc.'s shareholder meeting for 29 June 2026, and the effective date of the share exchange for 1 July 2026. The impact on consolidated results is currently under review. |
| Planned follow-up disclosure | The Bank will promptly make disclosure if any matter requiring public disclosure arises. |
Items this document does not state (11)
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.To integrate the technological capabilities and human resources of 株式会社アクティブリテック with the management resources of the INFONET Group in a unified manner, and to establish a structure that enables the flexible mutual use of management resources, thereby strengthening the competitiveness of the Group as a whole and achieving sustainable growth. INFONET inc. is also looking ahead to a future transition to a holding company structure.