Komori
M&A and Subsidiary Changes5592Kusurinomadoguchi,Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社テクノネットワーク (Making It a Wholly Owned Subsidiary) and the Addition of 株式会社ケイング to the Group

The Company will acquire 450 shares of 株式会社テクノネットワーク, obtaining 100% of the voting rights and making it a wholly owned subsidiary. As a result, 株式会社ケイング, which is a wholly owned subsidiary of テクノネットワーク, will also become part of the Group.

Worth reading
49Recurring
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
15
% (as a percentage of consolidated net assets at the end of the immediately preceding consolidated fiscal year, less than)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyKihara Yoshihiro (木原 義博), Matsushita Kaori (松下 香織), Ito Yukari (伊藤 由香里)
Disclosing companyKusurinomadoguchi,Inc.
株式会社テクノネットワークVoting rights ownership percentageNumber of shares acquired 450 shares (450 voting rights)

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

Implementation support for the Japan Medical Association Standard Receipt Computer System, ORCA Ordering systems, electronic medical records, and implementation support

Location Higashi Ward, Fukuoka City, Fukuoka PrefectureShare capital ¥10 millionDate of incorporation 12 March 1996
Net Sales¥720 million (fiscal year ended September 2025)
Operating profit¥89 million (fiscal year ended September 2025)
Net income for the current fiscal year¥104 million (fiscal year ended September 2025)
Net assets¥440 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNot disclosed at the seller's request. Less than 15% of consolidated net assets as of the end of the immediately preceding consolidated fiscal year
Impact on Business Performance

The target company will be included in the Company's consolidated financial statements from the first quarter of the fiscal year ending March 2027. The impact on the consolidated earnings forecasts for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Valuation methodologyFollowing appropriate due diligence, the assets will be acquired at an amount considered fair and reasonable.
Management structure after acquisitionテクノネットワーク will become a wholly owned subsidiary, while ケイング will continue to be 100% owned by テクノネットワーク. The trade name, representative, and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameKihara Yoshihiro (木原 義博), Matsushita Kaori (松下 香織), Ito Yukari (伊藤 由香里)
Name of the Subject Company株式会社テクノネットワーク
Business Description of the Subject CompanyImplementation support for the Japan Medical Association Standard Receipt Computer System, ORCA Ordering systems, electronic medical records, and implementation support
Location of the Subject CompanyHigashi Ward, Fukuoka City, Fukuoka Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company12 March 1996
Net Sales of the Subject Company¥720 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥89 million (fiscal year ended September 2025)
Net Income of the Subject Company¥104 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥440 million (fiscal year ended September 2025)
Acquisition priceNot disclosed at the seller's request. Less than 15% of consolidated net assets as of the end of the immediately preceding consolidated fiscal year
Number of shares acquired450 shares (450 voting rights)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe target company will be included in the Company's consolidated financial statements from the first quarter of the fiscal year ending March 2027. The impact on the consolidated earnings forecasts for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution22 April 2026
Contract Date22 April 2026 (予定)
Execution Date / Effective Date1 May 2026 (scheduled)
Valuation methodologyFollowing appropriate due diligence, the assets will be acquired at an amount considered fair and reasonable.
Management structure after acquisitionテクノネットワーク will become a wholly owned subsidiary, while ケイング will continue to be 100% owned by テクノネットワーク. 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 purpose is to incorporate know-how in the implementation and maintenance of medical IT centered on ORCA, as well as the customer base, and to establish an integrated medical IT solutions platform covering electronic medical record implementation through operation and maintenance. The Company also expects synergies from expanding its business for medical institutions, combining customer bases, standardizing know-how, and reducing sales and administrative costs.

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Notice Regarding the Acquisition of Shares in 株式会社テクノネットワーク (Making It a Wholly Owned Subsidiary) and the Addition of 株式会社ケイング to the Group | Kusurinomadoguchi,Inc. (5592) timely disclosure | Komori