Komori
M&A and Subsidiary Changes4492GENETEC CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Acquisition of Shares in 株式会社クラステクノロジー (Making It a Subsidiary)

ゼネテック resolved to acquire all shares of 株式会社クラステクノロジー from New Paradigm Fund I Investment Limited Partnership, making it a wholly owned subsidiary. The share transfer is scheduled to be executed on 21 August 2026.

Worth reading
59In focus
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
1915
¥ million (approximate total acquisition price)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyNew Paradigm Fund I Investment Limited Partnership
Disclosing companyGENETEC CORPORATION
株式会社クラステクノロジーVoting rights ownership percentageNumber of shares acquired 7,000,000 shares (number of voting rights: 70,000)

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

Computer software development and systems integration

Location Shibuya, TokyoShare capital ¥350 millionDate of incorporation 17 January 2020
Net Sales¥2,248 million (fiscal year ended March 2026)
Operating profitOperating loss of ¥278 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥216 million (fiscal year ended March 2026)
Net assets¥847 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceCommon shares of 株式会社クラステクノロジー: ¥1,830 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥85 million
Type of ConsiderationCash
Impact on Business Performance

The impact of this transaction on the consolidated earnings forecasts for the fiscal year ending March 2027 is currently under review.

This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameNew Paradigm Fund I Investment Limited Partnership
Name of the Subject Company株式会社クラステクノロジー
Business Description of the Subject CompanyComputer software development and systems integration
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥350 million
Date of Establishment of the Subject Company17 January 2020
Net Sales of the Subject Company¥2,248 million (fiscal year ended March 2026)
Operating Profit of the Subject CompanyOperating loss of ¥278 million (fiscal year ended March 2026)
Net Income of the Subject CompanyNet loss of ¥216 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥847 million (fiscal year ended March 2026)
Acquisition priceCommon shares of 株式会社クラステクノロジー: ¥1,830 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥85 million
Type of ConsiderationCash
Number of shares acquired7,000,000 shares (number of voting rights: 70,000)
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThe impact of this transaction on the consolidated earnings forecasts for the fiscal year ending March 2027 is currently under review.
Date of board resolution30 July 2026
Contract Date30 July 2026
Execution Date / Effective Date21 August 2026 (予定)
Items this document does not state (12)
Merger 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.

The transaction is intended to expand service-based and solution-based businesses centered on the package business in order to achieve the medium-term management plan. By incorporating 株式会社クラステクノロジー’s BOM-related solutions, products and personnel, the company aims to expand high-value-added, stock-based revenue that does not depend on the man-month model, while also achieving sales growth and margin improvement through synergies including mutual use of customer bases, cross-selling and knowledge sharing.

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 Concerning the Acquisition of Shares in 株式会社クラステクノロジー (Making It a Subsidiary) | GENETEC CORPORATION (4492) timely disclosure | Komori