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

Notice regarding the expected recognition of an extraordinary gain in non-consolidated financial statements in connection with the partial transfer of shares in a subsidiary

The Company will transfer a 49.0% stake in its subsidiary LIMNO to ICOM INCORPORATED for ¥360 million, reducing its ownership from 100% to 51.0%. LIMNO will be jointly operated as a joint venture with ICOM INCORPORATED, and the Company expects to recognize an extraordinary gain of ¥66 million in its non-consolidated financial statements.

Worth reading
55In 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
360
¥ million (transfer price)
Wording
Conditional
How definitive the wording is.

This transaction

Strategic capital and business alliance involving the formation of LIMNO as a joint venture between TriIs Incorporated and ICOM INCORPORATED
CounterpartyICOM INCORPORATED
Disclosing companyTriIs Incorporated
LIMNO Co., Ltd.Voting rights ownership percentageNumber of shares acquired 58,800 shares (number of voting rights: Not disclosed; voting rights ratio: 49.0%)

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
Consideration and expenses
Acquisition price¥360 million (transfer price)
Type of ConsiderationCash (transfer price)
Amount of extraordinary income (loss)¥66 million gain on sale of shares (non-consolidated financial statements for the fiscal year ending December 2026, extraordinary gain)
Impact on Business Performance

The Company expects to recognize an extraordinary gain of ¥66 million in its non-consolidated financial statements for the fiscal year ending December 2026. There is no revision to the non-consolidated earnings forecast, and there will be no impact on consolidated earnings.

Procedures and assumptions
Management structure after acquisitionLIMNO will be jointly operated as a joint venture. Following the transfer, the Company will hold 61,200 shares, representing 51.0% of the voting rights. Treatment of the trade name, representative and employees: Not disclosed
This transaction
ItemDetails
Transaction nameStrategic capital and business alliance involving the formation of LIMNO as a joint venture between TriIs Incorporated and ICOM INCORPORATED
Counterparty nameICOM INCORPORATED
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
Acquisition price¥360 million (transfer price)
Type of ConsiderationCash (transfer price)
Number of shares acquired58,800 shares (number of voting rights: Not disclosed; voting rights ratio: 49.0%)
Voting rights ownership percentageBefore 100% → after 51.0%
Amount of extraordinary income (loss)¥66 million gain on sale of shares (non-consolidated financial statements for the fiscal year ending December 2026, extraordinary gain)
Impact on Business PerformanceThe Company expects to recognize an extraordinary gain of ¥66 million in its non-consolidated financial statements for the fiscal year ending December 2026. There is no revision to the non-consolidated earnings forecast, and there will be no impact on consolidated earnings.
Date of board resolution30 October 2026
Contract Date16 November 2026 (scheduled)
Execution Date / Effective Date16 November 2026 (scheduled)
Management structure after acquisitionLIMNO will be jointly operated as a joint venture. Following the transfer, the Company will hold 61,200 shares, representing 51.0% of the voting rights. Treatment of the trade name, representative and employees: Not disclosed
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

To enter into a strategic capital and business alliance to jointly operate LIMNO as a joint venture with ICOM INCORPORATED.

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 regarding the expected recognition of an extraordinary gain in non-consolidated financial statements in connection with the partial transfer of shares in a subsidiary | TriIs Incorporated (4840) timely disclosure | Komori