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M&A and Subsidiary Changes4446Link-U Group Inc.Information and Communications, Services and Others

Notice Regarding the Change in Status of a Consolidated Subsidiary to an Equity-Method Affiliate

株式会社コンパス will change from a consolidated subsidiary to an equity-method affiliate because the resignation of a director dispatched by the Company will mean that directors appointed by the Company no longer constitute a majority of the board of directors, resulting in the loss of the Company's de facto control. The change is scheduled to take effect on 31 July 2026.

Worth reading
31Immaterial
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This transaction

Change in Status of a Consolidated Subsidiary (Becoming an Equity-Method Affiliate)
Disclosing companyLink-U Group Inc.
株式会社コンパスVoting rights ownership percentageNumber of shares acquired 7,000 shares (number of voting rights not stated)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date31 July 2026 (planned)
Target company

Manga production and distribution to electronic bookstores and other platforms

Location Shinjuku-ku, TokyoShare capital ¥73.75 millionDate of incorporation 1 July 2019
Impact on Business Performance

The impact on consolidated results for the fiscal years ending July 2026 and July 2027 is currently under review.

Procedures and assumptions
Management structure after acquisitionOne director dispatched by the Company will resign. The Company will continue to collaborate with コンパス and maintain its business relationship with the company as an equity-method affiliate.
This transaction
ItemDetails
Transaction nameChange in Status of a Consolidated Subsidiary (Becoming an Equity-Method Affiliate)
Name of the Subject Company株式会社コンパス
Business Description of the Subject CompanyManga production and distribution to electronic bookstores and other platforms
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥73.75 million
Date of Establishment of the Subject Company1 July 2019
Number of shares acquired7,000 shares (number of voting rights not stated)
Voting rights ownership percentageBefore 48.1% → after 48.1%
Impact on Business PerformanceThe impact on consolidated results for the fiscal years ending July 2026 and July 2027 is currently under review.
Execution Date / Effective Date31 July 2026 (planned)
Management structure after acquisitionOne director dispatched by the Company will resign. The Company will continue to collaborate with コンパス and maintain its business relationship with the company as an equity-method affiliate.
Items this document does not state (21)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)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.

One director dispatched by the Company will resign as part of the reallocation of personnel aimed at implementing the Group's growth strategy. The Company explains that this will mean that directors appointed by the Company no longer constitute a majority of コンパス's board of directors, and that de facto control will no longer be recognized.

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 Change in Status of a Consolidated Subsidiary to an Equity-Method Affiliate | Link-U Group Inc. (4446) timely disclosure | Komori