Komori
M&A and Subsidiary Changes6574Convano Inc.Information and Communications, Services and Others

Notice Regarding the Release of the Lock-Up (Transfer Restrictions) on Shares of Consolidated Subsidiary AXEL MARK INC.

All transfer restrictions imposed on the 45,000,000 common shares of AXEL MARK INC. held by the Company were released ahead of schedule. The Company can now dispose of the shares by selling, transferring, lending, pledging them as collateral or other means, but no specific sale has yet been decided.

Worth reading
38Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
45000000
Shares subject to lock-up release
Wording
Conditional
How definitive the wording is.

This transaction

Release of this lock-up
Counterparty (target company)AXEL MARK INC.
Disclosing companyConvano Inc.
Voting rights ownership percentageNumber of shares acquired 45,000,000 shares (number of voting rights: Not disclosed)

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.

Date of board resolution22 October 2026
Contract Date22 October 2026
Execution Date / Effective DateRelease agreement signed on 22 October 2026 (effective date stated separately: Not disclosed)
Target company

Trading card business; healthcare

Net SalesMonthly revenue in July 2026 decreased by approximately ¥30 million from June 2026 (actual revenue and fiscal period: Not disclosed)
Operating profitOperating loss continued (loss amount and fiscal period: Not disclosed)
Consideration and expenses
Acquisition price¥900 million (¥20 per share; historical acquisition cost)
Impact on Business Performance

The release itself will have no impact on the Company's consolidated results for the fiscal year ending March 2027.

Procedures and assumptions
Valuation methodologyFair value calculated based on the average daily closing price of ¥79.50 for the 3 months through 30 September 2026
Management structure after acquisitionChanges to the corporate name, representative and employees: Not disclosed. As the parent company of AXEL MARK INC., the Company intends to work toward enhancing its corporate value over the medium to long term and provide necessary support.
This transaction
ItemDetails
Transaction nameRelease of this lock-up
Counterparty nameAXEL MARK INC.
Name of the Subject CompanyAXEL MARK INC.
Business Description of the Subject CompanyTrading card business; healthcare
Net Sales of the Subject CompanyMonthly revenue in July 2026 decreased by approximately ¥30 million from June 2026 (actual revenue and fiscal period: Not disclosed)
Operating Profit of the Subject CompanyOperating loss continued (loss amount and fiscal period: Not disclosed)
Acquisition price¥900 million (¥20 per share; historical acquisition cost)
Number of shares acquired45,000,000 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageAfter 68.91% (before not disclosed)
Impact on Business PerformanceThe release itself will have no impact on the Company's consolidated results for the fiscal year ending March 2027.
Date of board resolution22 October 2026
Contract Date22 October 2026
Execution Date / Effective DateRelease agreement signed on 22 October 2026 (effective date stated separately: Not disclosed)
Valuation methodologyFair value calculated based on the average daily closing price of ¥79.50 for the 3 months through 30 September 2026
Management structure after acquisitionChanges to the corporate name, representative and employees: Not disclosed. As the parent company of AXEL MARK INC., the Company intends to work toward enhancing its corporate value over the medium to long term and provide necessary support.
Items this document does not state (17)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType 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 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.

AXEL MARK INC. met the continued-listing requirements, achieving the purpose for which the lock-up was imposed, and only about 2 months remained in the lock-up period. The release also preserves options for addressing the interests of minority shareholders associated with the parent-subsidiary listing, improving the tradable share ratio, and ensuring share liquidity.

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 Release of the Lock-Up (Transfer Restrictions) on Shares of Consolidated Subsidiary AXEL MARK INC. | Convano Inc. (6574) timely disclosure | Komori