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M&A and Subsidiary Changes4642ORIGINAL ENGINEERING CONSULTANTS CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社アクティブフュージョンズ

ORIGINAL ENGINEERING CONSULTANTS CO.,LTD. resolved to acquire all 201 shares of 株式会社アクティブフュージョンズ. The transaction is scheduled to be completed on 3 July 2026, after which the voting rights ownership ratio will be 100.0%.

Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
201
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares
Disclosing companyORIGINAL ENGINEERING CONSULTANTS CO.,LTD.
株式会社アクティブフュージョンズVoting rights ownership percentageNumber of shares acquired 201 shares (number of voting rights: 201)

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.
Target company

Planning, development and operation of various internet solutions, primarily hosting and system development

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 1 July 2003
Net Sales¥419 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceNot disclosed due to a confidentiality obligation with the counterparty.
Goodwill amountGoodwill is expected to arise, but its amount and accounting treatment are currently under review. No amortization period has been stated.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact of this share acquisition on results for the current fiscal year is expected to be immaterial. The company will promptly disclose any matters requiring disclosure that arise in the future.

Procedures and assumptions
Valuation methodologyShare valuation by an external specialist
This transaction
ItemDetails
Transaction nameAcquisition of shares
Name of the Subject Company株式会社アクティブフュージョンズ
Business Description of the Subject CompanyPlanning, development and operation of various internet solutions, primarily hosting and system development
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company1 July 2003
Net Sales of the Subject Company¥419 million (fiscal year ended June 2025)
Acquisition priceNot disclosed due to a confidentiality obligation with the counterparty.
Number of shares acquired201 shares (number of voting rights: 201)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Goodwill amountGoodwill is expected to arise, but its amount and accounting treatment are currently under review. No amortization period has been stated.
Impact on Business PerformanceThe impact of this share acquisition on results for the current fiscal year is expected to be immaterial. The company will promptly disclose any matters requiring disclosure that arise in the future.
Date of board resolution17 June 2026
Contract Date17 June 2026
Execution Date / Effective Date3 July 2026 (scheduled)
Valuation methodologyShare valuation by an external specialist
Items this document does not state (16)
Counterparty nameOperating 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 arrangementsAmount of extraordinary income (loss)Independent 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 acquisition is intended to expand the information processing services business and strengthen the development and delivery capabilities for digital transformation in the water infrastructure sector, facility information management, asset management, and digital services for local governments. The company also expects to expand its internal system functions by utilizing 株式会社アクティブフュージョンズ' expertise in contract development and web- and server-related technologies, as well as to generate synergies with the existing 株式会社クラックスシステム.

How to read this page

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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.
Notice Regarding the Acquisition of Shares in 株式会社アクティブフュージョンズ | ORIGINAL ENGINEERING CONSULTANTS CO.,LTD. (4642) timely disclosure | Komori