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

Completion of the Acquisition of Shares in 株式会社クラステクノロジー, Making It a Subsidiary, and Changes in Its Officers

On 21 August 2026, the acquisition of 7,000,000 shares in クラステクノロジー was completed, giving the company 100.0% of the voting rights and making it a subsidiary. At the same time, a new management structure for the company was determined.

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This transaction

Acquisition of shares and conversion into a subsidiary
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: Not disclosed

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 Date21 August 2026 (completed)
Target company

Computer software development and systems integration

Location Shibuya, TokyoDate of incorporation 17 January 2020
Net Sales¥2,248 million (fiscal year ended March 2026)
Procedures and assumptions
Management structure after acquisitionA new management structure was determined effective 21 August 2026, under which Ueno Kenji (上野憲二) will serve as chairman of the board, Suzuki Akihiro (鈴木章浩) as representative executive vice president, Irimura Masanori (入村雅則) as director, and Hachinohe Masatoshi (八戸雅利) as audit & supervisory board member.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into 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, Tokyo
Date of Establishment of the Subject Company17 January 2020
Net Sales of the Subject Company¥2,248 million (fiscal year ended March 2026)
Number of shares acquired7,000,000 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 0% → after 100.0%
Execution Date / Effective Date21 August 2026 (completed)
Management structure after acquisitionA new management structure was determined effective 21 August 2026, under which Ueno Kenji (上野憲二) will serve as chairman of the board, Suzuki Akihiro (鈴木章浩) as representative executive vice president, Irimura Masanori (入村雅則) as director, and Hachinohe Masatoshi (八戸雅利) as audit & supervisory board member.
Items this document does not state (22)
Counterparty nameCapital Stock 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)Impact on Business PerformanceDate 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.

This disclosure explains the completion of the share acquisition and the determination of the new management structure, but does not state the purpose or reason for the transaction.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Completion of the Acquisition of Shares in 株式会社クラステクノロジー, Making It a Subsidiary, and Changes in Its Officers | GENETEC CORPORATION (4492) timely disclosure | Komori