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M&A and Subsidiary Changes4840TriIs IncorporatedInformation and Communications, Services and Others

Notice Regarding the Execution of a Basic Agreement for the Acquisition of Shares in 株式会社LIMNO (Acquisition Involving a Change in Subsidiaries and Other Affiliates and a Change in a Specified Subsidiary)

トライアイズ has entered into a basic agreement to acquire all shares in LIMNO held by 株式会社朝日信託, with the aim of making LIMNO a wholly owned subsidiary. The acquisition price, execution of the definitive agreement and completion of the share acquisition are subject to future discussions, due diligence and other conditions.

Worth reading
69In 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
600
¥ million (expected)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
Counterparty株式会社朝日信託, Ono Hisato (小野久人)
Disclosing companyTriIs Incorporated
LIMNO Co., Ltd.Voting rights ownership percentageNumber of shares acquired 120,000 shares (number of voting rights: 120,000)

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.
Target company

Planning, development, manufacture, sale, repair and maintenance services, and consulting for electrical equipment including tablets, display devices and IoT modules, as well as planning, development, production, sale, repair and maintenance services for software and services

Location Tottori City, Tottori PrefectureShare capital ¥61 millionDate of incorporation 1 April 1996
Net Sales¥16,804 million (fiscal year ended September 2025)
Operating profit¥435 million (fiscal year ended September 2025)
Net income for the current fiscal year¥325 million (fiscal year ended September 2025)
Net assets¥1,474 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition price¥600 million (planned)
Expenses other than the acquisition priceAdvisory fees and other costs: ¥0
Type of ConsiderationCash
Funding arrangementsThe full amount is expected to be funded with internal funds
Impact on Business Performance

Currently under review. If the company decides to execute the definitive agreement, the acquisition terms are finalized, or an adjustment to the earnings forecast becomes necessary, it will disclose the information promptly.

Procedures and assumptions
Valuation methodologyThe value of LIMNO's shares will be assessed by an independent third-party valuation institution. The Board of Directors is expected to comprehensively consider the valuation results, due diligence findings, financial position, business plan, future cash flows, market valuations of comparable companies and other relevant factors (the specific valuation method has not been disclosed).
Conditions Precedent to ExecutionLegal, financial, tax, business and other due diligence, a share valuation by an independent third-party valuation institution, and execution of the definitive agreement. The schedule may change due to legally required procedures or other circumstances.
Management structure after acquisitionLIMNO is expected to be operated as a business company that is a wholly owned subsidiary of the company. The company plans to dispatch directors, other officers and necessary personnel to LIMNO and nominate a majority of LIMNO's directors, and will restructure its management team, including the dispatch of a representative director and president. LIMNO's Tokyo headquarters will be discontinued and its administrative functions consolidated at the company's headquarters, while the operational functions and personnel and know-how at its Tottori headquarters, including planning, development, manufacturing, manufacturing engineering and quality control, will be maintained and strengthened. A change to LIMNO's corporate name will be considered as necessary.
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Counterparty name株式会社朝日信託, Ono Hisato (小野久人)
Name of the Subject CompanyLIMNO Co., Ltd.
Business Description of the Subject CompanyPlanning, development, manufacture, sale, repair and maintenance services, and consulting for electrical equipment including tablets, display devices and IoT modules, as well as planning, development, production, sale, repair and maintenance services for software and services
Location of the Subject CompanyTottori City, Tottori Prefecture
Capital Stock of the Subject Company¥61 million
Date of Establishment of the Subject Company1 April 1996
Net Sales of the Subject Company¥16,804 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥435 million (fiscal year ended September 2025)
Net Income of the Subject Company¥325 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥1,474 million (fiscal year ended September 2025)
Acquisition price¥600 million (planned)
Expenses other than the acquisition priceAdvisory fees and other costs: ¥0
Type of ConsiderationCash
Number of shares acquired120,000 shares (number of voting rights: 120,000)
Voting rights ownership percentageBefore 0% → after 100%
Funding arrangementsThe full amount is expected to be funded with internal funds
Impact on Business PerformanceCurrently under review. If the company decides to execute the definitive agreement, the acquisition terms are finalized, or an adjustment to the earnings forecast becomes necessary, it will disclose the information promptly.
Date of board resolution26 August 2026
Contract Date26 August 2026 (date of execution of this basic agreement). The share transfer agreement is scheduled to be executed on 15 September 2026.
Execution Date / Effective Date1 October 2026 (scheduled)
Valuation methodologyThe value of LIMNO's shares will be assessed by an independent third-party valuation institution. The Board of Directors is expected to comprehensively consider the valuation results, due diligence findings, financial position, business plan, future cash flows, market valuations of comparable companies and other relevant factors (the specific valuation method has not been disclosed).
Conditions Precedent to ExecutionLegal, financial, tax, business and other due diligence, a share valuation by an independent third-party valuation institution, and execution of the definitive agreement. The schedule may change due to legally required procedures or other circumstances.
Management structure after acquisitionLIMNO is expected to be operated as a business company that is a wholly owned subsidiary of the company. The company plans to dispatch directors, other officers and necessary personnel to LIMNO and nominate a majority of LIMNO's directors, and will restructure its management team, including the dispatch of a representative director and president. LIMNO's Tokyo headquarters will be discontinued and its administrative functions consolidated at the company's headquarters, while the operational functions and personnel and know-how at its Tottori headquarters, including planning, development, manufacturing, manufacturing engineering and quality control, will be maintained and strengthened. A change to LIMNO's corporate name will be considered as necessary.
Items this document does not state (8)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee

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.

By combining LIMNO's planning, development and manufacturing base, technology, personnel and customer relationships in electrical equipment with トライアイズ' expertise in management, information technology and AI, the companies aim to generate business synergies, strengthen their business and earnings bases, and enhance corporate value over the medium to long term.

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Notice Regarding the Execution of a Basic Agreement for the Acquisition of Shares in 株式会社LIMNO (Acquisition Involving a Change in Subsidiaries and Other Affiliates and a Change in a Specified Subsidiary) | TriIs Incorporated (4840) timely disclosure | Komori