Komori
M&A and Subsidiary Changes6629TECHNO HORIZON CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company will transfer all 2,000 shares of its consolidated subsidiary Ad Science Co., Ltd. to Azuma Holdings Co., Ltd., changing its ownership interest from 100.0% to 0.0%. As a result, Ad Science will cease to be part of the Company's Group.

Worth reading
65In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
2000
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
Counterpartyアヅマホールディングス株式会社
Disclosing companyTECHNO HORIZON CO.,LTD.
株式会社アド・サイエンスVoting rights ownership percentageNumber of shares acquired 2,000 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.

Date of board resolution25 March 2026
Contract Date25 March 2026
Execution Date / Effective Date25 March 2026
Target company

Sales and technical support for cameras for scientific research and industrial use, electron microscopes and other products

Location Funabashi, Chiba PrefectureShare capital ¥30 millionDate of incorporation 3 June 1992
Net Sales¥1,190 million (fiscal year ended March 2025)
Operating profit¥115 million (fiscal year ended March 2025)
Net income for the current fiscal year¥77 million (fiscal year ended March 2025)
Net assets¥417 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations with the transferee
Impact on Business Performance

The impact of this share transfer on the Company's consolidated results is currently under review. The Company states that it will disclose the amount of the impact promptly once it has been determined.

Procedures and assumptions
Valuation methodologyYears' purchase method
Management structure after acquisitionThe Company's 6 employees who concurrently serve as representative chairman, directors, statutory auditors and in other positions are scheduled to resign and have their secondments terminated concurrently with the share transfer. Changes to the corporate name and representative: Not disclosed
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameアヅマホールディングス株式会社
Name of the Subject Company株式会社アド・サイエンス
Business Description of the Subject CompanySales and technical support for cameras for scientific research and industrial use, electron microscopes and other products
Location of the Subject CompanyFunabashi, Chiba Prefecture
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company3 June 1992
Net Sales of the Subject Company¥1,190 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥115 million (fiscal year ended March 2025)
Net Income of the Subject Company¥77 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥417 million (fiscal year ended March 2025)
Acquisition priceNot disclosed due to confidentiality obligations with the transferee
Number of shares acquired2,000 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100.0% → after 0.0%
Impact on Business PerformanceThe impact of this share transfer on the Company's consolidated results is currently under review. The Company states that it will disclose the amount of the impact promptly once it has been determined.
Date of board resolution25 March 2026
Contract Date25 March 2026
Execution Date / Effective Date25 March 2026
Valuation methodologyYears' purchase method
Management structure after acquisitionThe Company's 6 employees who concurrently serve as representative chairman, directors, statutory auditors and in other positions are scheduled to resign and have their secondments terminated concurrently with the share transfer. Changes to the corporate name and representative: Not disclosed
Items this document does not state (12)
Expenses 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.

The Company decided to make the transfer based on a management strategy centered on optimizing its business portfolio and transforming its business model, with the aim of sustainably increasing corporate value. It also states that synergies with the transferee will enhance competitiveness and contribute to the sustainable growth of both companies.

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 Change in Consolidated Subsidiary (Share Transfer) | TECHNO HORIZON CO.,LTD. (6629) timely disclosure | Komori