Komori
M&A and Subsidiary Changes5805SWCC CorporationIron & Steel, Nonferrous Metals

Notice Regarding the Transfer of Shares Involving a Change in Consolidated Subsidiaries

SWCC entered into an agreement to transfer all 6,200 shares it holds in its consolidated subsidiary 株式会社アクシオ to 横河レンタ・リース株式会社. As a result, 株式会社アクシオ will no longer be a consolidated subsidiary of SWCC.

Worth reading
68In focus
Scored from 4 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
6200
Shares (number of shares transferred)
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
Counterparty横河レンタ・リース株式会社
Disclosing companySWCC Corporation
株式会社アクシオVoting rights ownership percentage

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

Zero-trust business centered on cloud-based managed ID management services

Location Shinagawa Ward, TokyoShare capital ¥310 millionDate of incorporation December 1991
Net Sales¥4,917 million (fiscal year ending March 2026)
Operating profit¥467 million (fiscal year ending March 2026)
Net income for the current fiscal year¥341 million (fiscal year ending March 2026)
Net assets¥1,234 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNot disclosed at this time by agreement with the counterparty
Impact on Business Performance

The Company expects the impact of this transaction on its consolidated results, excluding net income, to be immaterial. The Company expects to record a gain on the transaction and is currently reviewing its impact on net income.

Procedures and assumptions
Conditions Precedent to ExecutionAfter completion of the procedures stipulated under the Antimonopoly Act
Management structure after acquisition株式会社アクシオ will be excluded from the Company's consolidated subsidiaries. Change of corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty name横河レンタ・リース株式会社
Name of the Subject Company株式会社アクシオ
Business Description of the Subject CompanyZero-trust business centered on cloud-based managed ID management services
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥310 million
Date of Establishment of the Subject CompanyDecember 1991
Net Sales of the Subject Company¥4,917 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥467 million (fiscal year ending March 2026)
Net Income of the Subject Company¥341 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥1,234 million (fiscal year ending March 2026)
Acquisition priceNot disclosed at this time by agreement with the counterparty
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe Company expects the impact of this transaction on its consolidated results, excluding net income, to be immaterial. The Company expects to record a gain on the transaction and is currently reviewing its impact on net income.
Date of board resolution21 May 2026
Contract Date27 May 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Conditions Precedent to ExecutionAfter completion of the procedures stipulated under the Antimonopoly Act
Management structure after acquisition株式会社アクシオ will be excluded from the Company's consolidated subsidiaries. Change of corporate name, representative and treatment of employees: not disclosed
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.

As part of its business portfolio reform, SWCC aims to optimize its business portfolio, accelerate the expansion of growth businesses through growth investments, and enhance corporate value by transferring its shares in 株式会社アクシオ. SWCC also determined that 横河レンタ・リース株式会社 has greater business affinity with 株式会社アクシオ and would be better positioned to further enhance its corporate value.

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 Transfer of Shares Involving a Change in Consolidated Subsidiaries | SWCC Corporation (5805) timely disclosure | Komori