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M&A and Subsidiary Changes5867ES NETWORKS CO.,LTD.Information and Communications, Services and Others

Notice Regarding Changes in Subsidiaries and Other Entities

Following a detailed review of the accounting treatment at the time of settlement, we determined that ES NETWORKS FUNDⅠ投資事業組合 and ES NETWORKS JVⅠ, both established by the Company, qualify as subsidiaries or other affiliated entities. We have therefore disclosed the resulting change in status.

Worth reading
21Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
382
¥ million (total capital contributions to ES NETWORKS FUNDⅠ投資事業組合)
Wording
Conditional
How definitive the wording is.

This transaction

Change in subsidiaries and other affiliated entities resulting from the establishment of the partnerships
Counterpartyパラダイムシフトグループ株式会社, 17 other partners, 1 individual managing partner (name, address and other details undisclosed)
Disclosing companyES NETWORKS CO.,LTD.
ES NETWORKS FUNDⅠ投資事業組合, ES NETWORKS JVⅠSubject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Investment in and management support for startup companies, Management and operation of FUNDⅠ

Location ES NETWORKS FUNDⅠ投資事業組合 2-7-2 Marunouchi, Chiyoda-ku, Tokyo / ES NETWORKS JVⅠ 2-7-2 Marunouchi, Chiyoda-ku, TokyoDate of incorporation ES NETWORKS FUNDⅠ投資事業組合 1 May 2026 / ES NETWORKS JVⅠ 19 March 2026
Impact on Business Performance

The impact of this matter on the Company's consolidated results for the fiscal year ending December 2026 is currently expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe managing partner of FUNDⅠ is ES NETWORKS JVⅠ. The managing partner of JVⅠ is パラダイムシフトグループ株式会社, and there is also 1 individual managing partner.
This transaction
ItemDetails
Transaction nameChange in subsidiaries and other affiliated entities resulting from the establishment of the partnerships
Counterparty nameパラダイムシフトグループ株式会社, 17 other partners, 1 individual managing partner (name, address and other details undisclosed)
Name of the Subject CompanyES NETWORKS FUNDⅠ投資事業組合, ES NETWORKS JVⅠ
Business Description of the Subject CompanyInvestment in and management support for startup companies, Management and operation of FUNDⅠ
Location of the Subject CompanyES NETWORKS FUNDⅠ投資事業組合 2-7-2 Marunouchi, Chiyoda-ku, Tokyo / ES NETWORKS JVⅠ 2-7-2 Marunouchi, Chiyoda-ku, Tokyo
Date of Establishment of the Subject CompanyES NETWORKS FUNDⅠ投資事業組合 1 May 2026 / ES NETWORKS JVⅠ 19 March 2026
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results for the fiscal year ending December 2026 is currently expected to be immaterial.
Date of board resolution16 March 2026
Contract DateES NETWORKS FUNDⅠ投資事業組合 1 May 2026 / ES NETWORKS JVⅠ 19 March 2026
Execution Date / Effective DateES NETWORKS FUNDⅠ投資事業組合 Capital contribution date: 21 May 2026 / ES NETWORKS JVⅠ Capital contribution date: 14 May 2026
Management structure after acquisitionThe managing partner of FUNDⅠ is ES NETWORKS JVⅠ. The managing partner of JVⅠ is パラダイムシフトグループ株式会社, and there is also 1 individual managing partner.
Items this document does not state (21)
Capital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

FUNDⅠ was established to invest in and provide management support to startup companies, while JVⅠ was established to manage and operate FUNDⅠ. Following a detailed review of their treatment in the consolidated financial statements, we determined that both partnerships qualify as subsidiaries or other affiliated entities of the Company.

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Notice Regarding Changes in Subsidiaries and Other Entities | ES NETWORKS CO.,LTD. (5867) timely disclosure | Komori