Komori
M&A and Subsidiary Changes5126PORTERS CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Making of a Consolidated Subsidiary into a Wholly Owned Subsidiary through Additional Share Acquisition

The Company will acquire additional shares in consolidated subsidiary KIKAN flex, increasing its ownership from 65.0% to 100% and making it a wholly owned subsidiary.

Worth reading
44Recurring
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
21000
Shares acquired
Wording
Conditional
How definitive the wording is.

This transaction

Making a Wholly Owned Subsidiary Through the Additional Acquisition of Shares in a Consolidated Subsidiary
CounterpartyPERSOL TEMPSTAFF CO., LTD.
Disclosing companyPORTERS CORPORATION
KIKAN flex Co., Ltd.Subject of this transactionNumber of shares acquired 21,000 shares (number of voting rights: Not disclosed)Voting rights ownership percentage Before 65.0% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Development and sale of software

Location Minato-ku, TokyoShare capital ¥600 millionDate of incorporation 1 July 2024
Net Sales— million (fiscal year ending December 2025)
Operating profitOperating loss of ¥18 million (fiscal year ending December 2025)
Net income for the current fiscal yearNet loss of ¥20 million (fiscal year ending December 2025)
Net assetsNet assets of ¥576 million (fiscal year ending December 2025)
Consideration and expenses
Acquisition priceNot disclosed by agreement with the seller of the shares
Impact on Business Performance

The impact of this matter on the Company's consolidated results is expected to be minor.

Procedures and assumptions
Valuation methodologyValuation by the Company using the market value net assets method and other methods
Management structure after acquisitionThe business will be promoted more nimbly as a wholly owned subsidiary of the Company. The trade name, representative and treatment of employees are Not disclosed.
This transaction
ItemDetails
Transaction nameMaking a Wholly Owned Subsidiary Through the Additional Acquisition of Shares in a Consolidated Subsidiary
Counterparty namePERSOL TEMPSTAFF CO., LTD.
Name of the Subject CompanyKIKAN flex Co., Ltd.
Business Description of the Subject CompanyDevelopment and sale of software
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥600 million
Date of Establishment of the Subject Company1 July 2024
Net Sales of the Subject Company— million (fiscal year ending December 2025)
Operating Profit of the Subject CompanyOperating loss of ¥18 million (fiscal year ending December 2025)
Net Income of the Subject CompanyNet loss of ¥20 million (fiscal year ending December 2025)
Net Assets of the Subject CompanyNet assets of ¥576 million (fiscal year ending December 2025)
Acquisition priceNot disclosed by agreement with the seller of the shares
Number of shares acquired21,000 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 65.0% (after not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results is expected to be minor.
Date of board resolution30 September 2026
Contract Date30 September 2026
Execution Date / Effective Date1 October 2026
Valuation methodologyValuation by the Company using the market value net assets method and other methods
Management structure after acquisitionThe business will be promoted more nimbly as a wholly owned subsidiary of the Company. The trade name, representative and treatment of employees are Not disclosed.
Items this document does not state (12)
Expenses 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)Independent 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.

The Company determined that promoting the business of providing core systems for personnel dispatch companies more nimbly with KIKAN flex as a wholly owned subsidiary would contribute to increasing the corporate value of the Group as a whole.

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 Making of a Consolidated Subsidiary into a Wholly Owned Subsidiary through Additional Share Acquisition | PORTERS CORPORATION (5126) timely disclosure | Komori