Komori
M&A and Subsidiary Changes5871SOLIZE Holdings CorporationInformation and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Benjamin Co., Ltd. by Our Consolidated Subsidiary, Making It a Sub-subsidiary

SOLIZE Ureka Technology will acquire all shares of 株式会社ベンジャミン, making ベンジャミン a second-tier subsidiary of our group. As a result, ベンジャミンベトナム, a subsidiary of ベンジャミン, will also become a third-tier subsidiary of our group.

Worth reading
57In focus
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
918
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share acquisition
Counterparty3 individual shareholders
Disclosing companySOLIZE Holdings Corporation
ベンジャミン Co., Ltd.Voting rights ownership percentageNumber of shares acquired 358 shares (number of voting rights: 358)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Provision of AWS architecture, operations and optimization support services

Location Chuo-ku, TokyoShare capital ¥3 millionDate of incorporation 1 June 2017
Net Sales¥910.448 million (fiscal year ending March 2026)
Operating profit¥47.456 million (fiscal year ending March 2026)
Net income for the current fiscal year¥32.653 million (fiscal year ending March 2026)
Net assets¥114.590 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥850 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥68 million
Goodwill amountGoodwill is expected to arise. The amount of goodwill and its accounting treatment have not yet been determined.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact on our consolidated results for the fiscal year ending December 2026 is currently being calculated.

This transaction
ItemDetails
Transaction nameShare acquisition
Counterparty name3 individual shareholders
Name of the Subject Companyベンジャミン Co., Ltd.
Business Description of the Subject CompanyProvision of AWS architecture, operations and optimization support services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥3 million
Date of Establishment of the Subject Company1 June 2017
Net Sales of the Subject Company¥910.448 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥47.456 million (fiscal year ending March 2026)
Net Income of the Subject Company¥32.653 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥114.590 million (fiscal year ending March 2026)
Acquisition price¥850 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥68 million
Number of shares acquired358 shares (number of voting rights: 358)
Voting rights ownership percentageBefore -% → after 100%
Goodwill amountGoodwill is expected to arise. The amount of goodwill and its accounting treatment have not yet been determined.
Impact on Business PerformanceThe impact on our consolidated results for the fiscal year ending December 2026 is currently being calculated.
Date of board resolution12 November 2026
Contract Date12 November 2026
Execution Date / Effective Date1 December 2026 (scheduled)
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 aim is to combine our group’s customer base, expertise in talent development and recruitment, and knowledge of software development and AI-driven development for the manufacturing industry with ベンジャミン’s expertise in AWS architecture support and AI, thereby capturing a broad range of demand and providing end-to-end services. We also expect to establish a stronger management foundation by enhancing our management structure and back-office functions.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in Benjamin Co., Ltd. by Our Consolidated Subsidiary, Making It a Sub-subsidiary | SOLIZE Holdings Corporation (5871) timely disclosure | Komori