Komori
M&A and Subsidiary Changes6562Geniee,Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares Involving a Change in a Sub-subsidiary by a Consolidated Subsidiary

ソーシャルワイヤー, a consolidated subsidiary, has decided to acquire 100% of the issued shares of SEIRYO Co., Ltd., making it a wholly owned subsidiary. The share transfer is scheduled to be completed on 12 June 2026.

Worth reading
56In 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
376
¥ million (approximate total amount)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty株式会社ミカン
Disclosing companyGeniee,Inc.
SEIRYO Co., Ltd.Voting rights ownership percentageNumber of shares acquired 100 shares (number of voting rights: 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.
Target company

Advertising operations support business Performance-based social media advertising business

Location Chiyoda-ku, TokyoShare capital ¥7 millionDate of incorporation 17 June 2020
Net Sales¥670.485 million (fiscal year ended March 2026)
Operating profit¥26.880 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥12.565 million (fiscal year ended March 2026)
Net assets¥75.354 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceShares of the target company: ¥345 million
Expenses other than the acquisition priceTransaction-related expenses (approximate amount): ¥31 million
Impact on Business Performance

The impact on the Company's consolidated earnings forecast for the fiscal year ending March 2027 is currently under review. The Company will promptly disclose the impact of making SEIRYO a subsidiary once it becomes clear. The Company expects the transaction to contribute to revenue expansion and earnings growth from the second quarter of the fiscal year ending March 2027 onward.

Procedures and assumptions
Valuation methodologyDetermined through discussions with the counterparty based on the valuation by an independent third-party institution
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty name株式会社ミカン
Name of the Subject CompanySEIRYO Co., Ltd.
Business Description of the Subject CompanyAdvertising operations support business Performance-based social media advertising business
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥7 million
Date of Establishment of the Subject Company17 June 2020
Net Sales of the Subject Company¥670.485 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥26.880 million (fiscal year ended March 2026)
Net Income of the Subject CompanyNet loss of ¥12.565 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥75.354 million (fiscal year ended March 2026)
Acquisition priceShares of the target company: ¥345 million
Expenses other than the acquisition priceTransaction-related expenses (approximate amount): ¥31 million
Number of shares acquired100 shares (number of voting rights: 100)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on the Company's consolidated earnings forecast for the fiscal year ending March 2027 is currently under review. The Company will promptly disclose the impact of making SEIRYO a subsidiary once it becomes clear. The Company expects the transaction to contribute to revenue expansion and earnings growth from the second quarter of the fiscal year ending March 2027 onward.
Date of board resolution29 May 2026
Contract Date29 May 2026
Execution Date / Effective Date12 June 2026 (scheduled)
Valuation methodologyDetermined through discussions with the counterparty based on the valuation by an independent third-party institution
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)Independent 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 transaction is intended to improve productivity and establish an efficient operating structure for business expansion by combining SEIRYO's high advertising operating efficiency with the Group's system development capabilities and expertise in improving operational efficiency. The Company expects to expand its service offering in the digital marketing field and achieve earnings growth through collaboration with its customer base and influencer-related businesses, as well as through cross-selling and upselling.

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 Acquisition of Shares Involving a Change in a Sub-subsidiary by a Consolidated Subsidiary | Geniee,Inc. (6562) timely disclosure | Komori