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M&A and Subsidiary Changes4448kubell Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in atena株式会社 (Making It a Subsidiary)

株式会社kubell has decided to acquire all shares of atena株式会社, making it a wholly owned subsidiary. The share transfer is scheduled to be completed on 30 April 2026, and the acquisition price has not been disclosed.

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This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyShirahige Naoki (白髭 直樹), Kitakata Yuki (北方 佑樹), Haneda Takaya (羽田 隆也), Investment funds, etc.
Disclosing companykubell Co.,Ltd.
atena 株式会社Voting rights ownership percentageNumber of shares acquired 216,778 shares (number of voting rights: 216,778)

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

Operation of the cloud-based postal mail service "atena"

Location Chiyoda-ku, TokyoShare capital ¥100 millionDate of incorporation 5 June 2020
Consideration and expenses
Acquisition priceThe acquisition price is being withheld from disclosure following discussions between the parties.
Impact on Business Performance

The impact of this share acquisition on the Company's consolidated financial results is immaterial.

This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameShirahige Naoki (白髭 直樹), Kitakata Yuki (北方 佑樹), Haneda Takaya (羽田 隆也), Investment funds, etc.
Name of the Subject Companyatena 株式会社
Business Description of the Subject CompanyOperation of the cloud-based postal mail service "atena"
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company5 June 2020
Acquisition priceThe acquisition price is being withheld from disclosure following discussions between the parties.
Number of shares acquired216,778 shares (number of voting rights: 216,778)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on the Company's consolidated financial results is immaterial.
Date of board resolution23 March 2026
Contract Date23 March 2026
Execution Date / Effective Date30 April 2026 (予定)
Items this document does not state (18)
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)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

Significant business synergies are expected between atena株式会社's cloud-based postal mail service and the Company's BPaaS business, with efficient growth anticipated through cross-selling using the Company's customer base. The Company determined that expanding its BPaaS product lineup, accelerating the digital transformation of business processes at small and medium-sized enterprises, and enhancing the corporate value of the Group as a whole would be beneficial.

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Notice Regarding the Acquisition of Shares in atena株式会社 (Making It a Subsidiary) | kubell Co.,Ltd. (4448) timely disclosure | Komori