Komori
M&A and Subsidiary Changes6050E-Guardian Inc.Information and Communications, Services and Others

Notice regarding the execution of a share transfer agreement for the acquisition of 株式会社アウトソーシングコミュニケーションズ to make it a wholly owned subsidiary

イー・ガーディアン has entered into an agreement to acquire all shares of 株式会社アウトソーシングコミュニケーションズ and make it a wholly owned subsidiary. After transferring businesses other than the target business within the BREXA Group, the company plans to acquire the contact center business on 1 June 2026.

Worth reading
62In 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
294.5
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyBREXA Technology Inc.
Disclosing companyE-Guardian Inc.
株式会社アウトソーシングコミュニケーションズVoting rights ownership percentageNumber of shares acquired 1,100 shares (number of voting rights: 1,100)

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

Contact Center Business

Location Chiyoda-ku, TokyoShare capital ¥55 millionDate of incorporation March 2018
Net Sales¥1,821.937 million (fiscal year ended December 2025)
Operating profit¥146.186 million (fiscal year ended December 2025)
Net income for the current fiscal year¥98.356 million (fiscal year ended December 2025)
Net assets¥405.488 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceCosts associated with the acquisition of common shares: ¥290 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥4.5 million
Impact on Business Performance

The impact of this share acquisition on the company's full-year consolidated results for the fiscal year ending September 2026 is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionThe transaction is planned to be carried out after businesses other than the target business have been transferred within the BREXA Group. (The business reorganization was completed in April 2026.)
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameBREXA Technology Inc.
Name of the Subject Company株式会社アウトソーシングコミュニケーションズ
Business Description of the Subject CompanyContact Center Business
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥55 million
Date of Establishment of the Subject CompanyMarch 2018
Net Sales of the Subject Company¥1,821.937 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥146.186 million (fiscal year ended December 2025)
Net Income of the Subject Company¥98.356 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥405.488 million (fiscal year ended December 2025)
Acquisition priceCosts associated with the acquisition of common shares: ¥290 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥4.5 million
Number of shares acquired1,100 shares (number of voting rights: 1,100)
Voting rights ownership percentageBefore 0.0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on the company's full-year consolidated results for the fiscal year ending September 2026 is currently under review.
Date of board resolution22 May 2026
Contract Date22 May 2026
Execution Date / Effective Date1 June 2026 (予定)
Conditions Precedent to ExecutionThe transaction is planned to be carried out after businesses other than the target business have been transferred within the BREXA Group. (The business reorganization was completed in April 2026.)
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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 株式会社アウトソーシングコミュニケーションズ' human-assisted customer interaction skills and operational expertise with the company's AI technology and extensive interaction data to build an outbound platform integrating AI and human support. The company also expects to generate cross-selling opportunities by leveraging both companies' customer bases and improve profit margins through resource sharing.

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 execution of a share transfer agreement for the acquisition of 株式会社アウトソーシングコミュニケーションズ to make it a wholly owned subsidiary | E-Guardian Inc. (6050) timely disclosure | Komori