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

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

These materials provide additional information on the purpose and anticipated synergies of the transaction in which ゼネテック will acquire shares in 株式会社クラステクノロジー and make it a group subsidiary. The transaction will incorporate 株式会社クラステクノロジー’s BOM-related services and expand solutions for the manufacturing sector.

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This transaction

Acquisition of Shares in 株式会社クラステクノロジー (Making It a Subsidiary)
Disclosing companyGENETEC CORPORATION
株式会社クラステクノロジーSubject of this transaction
Execution Date / Effective DateFrom April 2026 (joining the Group)
Target company

Computer software development and systems integration

Location Shibuya-ku, Tokyo; Naka-ku, Nagoya, Aichi; and Yodogawa-ku, Osaka, OsakaShare capital ¥350 millionDate of incorporation Founded on 11 September 1996; established on 17 January 2020
Impact on Business Performance

Including business expansion through new M&A transactions, the company aims to achieve revenue of ¥16.0 billion, operating profit of ¥1.4 billion, an operating margin of 9%, and ROE of 18% in the fiscal year ending March 2029, the final year of its medium-term management plan.

This transaction
ItemDetails
Transaction nameAcquisition of Shares in 株式会社クラステクノロジー (Making It a Subsidiary)
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-ku, Tokyo; Naka-ku, Nagoya, Aichi; and Yodogawa-ku, Osaka, Osaka
Capital Stock of the Subject Company¥350 million
Date of Establishment of the Subject CompanyFounded on 11 September 1996; established on 17 January 2020
Impact on Business PerformanceIncluding business expansion through new M&A transactions, the company aims to achieve revenue of ¥16.0 billion, operating profit of ¥1.4 billion, an operating margin of 9%, and ROE of 18% in the fiscal year ending March 2029, the final year of its medium-term management plan.
Execution Date / Effective DateFrom April 2026 (joining the Group)
Items this document does not state (24)
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 periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The transaction is intended to strengthen the high-value-added package business, which does not depend on a person-month model, and expand recurring revenue. It also aims to combine 株式会社クラステクノロジー’s BOM-related services with the ゼネテック Group’s personnel and products to expand solutions for the manufacturing sector and provide an integrated range of business processes.

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Supplementary Materials on 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