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M&A and Subsidiary Changes6030Adventure,Inc.Information and Communications, Services and Others

Notice Regarding the Execution of a Share Transfer Agreement Involving a Change in Consolidated Subsidiary Status (Share Transfer)

The Company has entered into an agreement to transfer all 50,000 shares of its consolidated subsidiary ラド観光 to H.I.S.Co.,Ltd. for ¥684 million. Following completion of the transfer, scheduled for 30 November 2026, ラド観光 will no longer be a consolidated subsidiary of the Company.

Worth reading
50Recurring
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
684
million yen
Wording
Conditional
How definitive the wording is.

This transaction

This transfer
CounterpartyH.I.S.Co.,Ltd.
Disclosing companyAdventure,Inc.
ラド観光株式会社Voting rights ownership percentageNumber of shares acquired 50,000 shares (number of shares transferred)

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.White points represent dates designated as scheduled dates in the document.
Target company

Travel Business

Location Kita-ku, Osaka, Osaka PrefectureShare capital ¥30 millionDate of incorporation 25 November 1968
Net Sales¥2,726 million (fiscal year ended June 2025)
Operating profit¥129 million (fiscal year ended June 2025)
Net income for the current fiscal year¥80 million (fiscal year ended June 2025)
Net assets¥642 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition price¥684 million (transfer price)
Type of ConsiderationCash (transfer price of ¥684 million)
Impact on Business Performance

Currently under review

Procedures and assumptions
Management structure after acquisitionAs of the completion date of this transfer, the company will no longer qualify as a consolidated subsidiary of the Company. The corporate name, representative and treatment of employees have not been disclosed.
This transaction
ItemDetails
Transaction nameThis transfer
Counterparty nameH.I.S.Co.,Ltd.
Name of the Subject Companyラド観光株式会社
Business Description of the Subject CompanyTravel Business
Location of the Subject CompanyKita-ku, Osaka, Osaka Prefecture
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company25 November 1968
Net Sales of the Subject Company¥2,726 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥129 million (fiscal year ended June 2025)
Net Income of the Subject Company¥80 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥642 million (fiscal year ended June 2025)
Acquisition price¥684 million (transfer price)
Type of ConsiderationCash (transfer price of ¥684 million)
Number of shares acquired50,000 shares (number of shares transferred)
Voting rights ownership percentageBefore 100.00% → after 0%
Impact on Business PerformanceCurrently under review
Date of board resolution11 September 2026
Contract Date11 September 2026
Execution Date / Effective Date30 November 2026 (予定)
Management structure after acquisitionAs of the completion date of this transfer, the company will no longer qualify as a consolidated subsidiary of the Company. The corporate name, representative and treatment of employees have not been disclosed.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.

As the business environment surrounding the travel business has been changing rapidly, the importance of concentrating management resources has increased. In addition, H.I.S. expressed its intention to acquire ラド観光, and the transaction is expected to enable both companies to expand their businesses and generate significant synergies.

How to read this page

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Notice Regarding the Execution of a Share Transfer Agreement Involving a Change in Consolidated Subsidiary Status (Share Transfer) | Adventure,Inc. (6030) timely disclosure | Komori