This transaction
Making a Consolidated Subsidiary through the Acquisition of Shares and Subscription for a Third-Party AllotmentThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Planning, development and provision of HR software services
The impact on the consolidated results of the group for the fiscal year ending November 2026 is currently being examined. If any matter requiring disclosure arises, it will be disclosed promptly.
| Item | Details |
|---|---|
| Transaction name | Making a Consolidated Subsidiary through the Acquisition of Shares and Subscription for a Third-Party Allotment |
| Counterparty name | Kaonavi, Inc. |
| Name of the Subject Company | TECH CREW株式会社 |
| Business Description of the Subject Company | Planning, development and provision of HR software services |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 26 April 2016 |
| Net Sales of the Subject Company | ¥164.198 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥46.140 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥45.123 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | Negative net assets of ¥43.593 million (fiscal year ended March 2026) |
| Acquisition price | Not disclosed pursuant to the confidentiality obligation with the counterparty to the share acquisition. |
| Number of shares acquired | 33,294 shares (33,294 voting rights) |
| Voting rights ownership percentage | Before 0% → after 79.5% |
| Impact on Business Performance | The impact on the consolidated results of the group for the fiscal year ending November 2026 is currently being examined. If any matter requiring disclosure arises, it will be disclosed promptly. |
| Date of board resolution | 11 June 2026 |
| Contract Date | Share transfer agreement: 11 June 2026 (scheduled); subscription agreement for the third-party allotment: 19 June 2026 (scheduled) |
| Execution Date / Effective Date | 1 July 2026 (予定) |
| Valuation methodology | Discussion and negotiation between the parties based on the results of third-party due diligence and the share valuation. |
Items this document does not state (13)
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 purpose is to expand services into labor management after recruitment in response to the structural labor shortage in the food-service industry and to enhance the group's ability to make proposals to customers. It will also strengthen the group's development capabilities in the DX area and its medium- to long-term business foundation by bringing in TECH CREW株式会社's product development and engineering capabilities. TECH CREW株式会社 reported an operating loss in its most recent fiscal year, but explains that the loss is narrowing in the current fiscal year.