Komori
Business alliance6862MINATO HOLDINGS INC.Electrical Equipment and Precision Instruments

Notice of Termination of the Capital and Business Alliance Agreement with 株式会社メディア・トラスト and Others and Change in Representative Director of Consolidated Subsidiary

The capital and business alliance agreements with メディア・トラスト, ブレーン and ダイキサウンド will be terminated, and the business relationship with メディア・トラスト and the dispatch of officers to the company will end. In addition, the representative director of consolidated subsidiary ブレーン will change from Kondo Masanobu (近藤雅信) to Miura Masahiko (三浦正彦), while ブレーン and ダイキサウンド will continue their businesses as consolidated subsidiaries.

Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Deterioration
Direction inferred from the company’s description.
Scale
150
¥ million (expected loss amount)
Wording
Conditional
How definitive the wording is.

Agreements reached under this partnership

Termination of the capital and business alliance
6862MINATO HOLDINGS INC.
Alliance partner株式会社メディア・トラスト / 株式会社ブレーン / ダイキサウンド株式会社
Details of the alliance
  1. 1

    End the business relationship with MT under the agreement

  2. 2

    The 1 director and 1 audit & supervisory board member dispatched by the Company to MT will leave office

  3. 3

    Existing transactions and contractual relationships with MT will also be terminated as a matter of principle, and the necessary measures will be taken in due course

These are items that the documents state the two companies will work on. The lines above and below represent arrangements between the two companies.

Capital and personnel relationships

This indicates whether the companies will do more than work together, such as holding each other’s shares or seconding personnel (capital and business alliance).

99.00%Our ownership stake in the partner’s shares
Shareholding ratio MT: Not disclosed; BR: 99.0%; DS: 66.0% (direct holding; effectively 97.5% including the portion held by BR)
Number of shares acquired10,000,000 preferred shares of MT, 198,000 shares of BR, 330,000 shares of DS held directly and 157,500 shares held indirectly
Acquisition priceThe acquisition cost of MT's preferred shares was ¥10 million. BR and DS: Not disclosed
Dispatch of directors and officersThe 1 director and 1 audit & supervisory board member dispatched by the Company to MT will leave office in connection with the termination of the agreement. At BR and DS, the Company's officers and employees concurrently serve as directors and audit & supervisory board members.
Shareholding PolicyThe termination of the agreement will have no impact on the Company's holdings of shares in BR and DS. The Company will seek redemption of its preferred shares in MT from MT going forward.
Change in major shareholdersNo change in major shareholders or the largest shareholder has been disclosed
About the partner
Business DescriptionContract software development and advertising production / Studio business, media planning business, and live entertainment business / Music event planning and promotion business
LocationShinjuku-ku, Tokyo / Shinjuku-ku, Tokyo / Minato-ku, Tokyo
Share capital¥95 million / ¥72.5 million / ¥35 million
Impact on Business Performance

The Company expects to recognize a loss of approximately ¥150 million in its financial results for the second quarter of the fiscal year ending March 2027. The impact of the termination of the agreement on consolidated results for the fiscal year ending March 2027 is currently under review.

Date of board resolution7 October 2026Contract Date5 March 2025Contract PeriodThe agreement will terminate upon delivery of the termination notice. The specific timing and method of redemption have not been determined at this time.
Agreements reached under this partnership
ItemDetails
Name of alliance partner株式会社メディア・トラスト, 株式会社ブレーン, ダイキサウンド株式会社
Alliance partner's business activitiesContract software development and advertising production, Studio business, media planning business, and live entertainment business, Music event planning and promotion business
Alliance partner's locationShinjuku-ku, Tokyo, Shinjuku-ku, Tokyo, Minato-ku, Tokyo
Alliance partner's capital¥95 million, ¥72.5 million, ¥35 million
Type of allianceTermination of the capital and business alliance
Details of the allianceEnd the business relationship with MT under the agreement, The 1 director and 1 audit & supervisory board member dispatched by the Company to MT will leave office, Existing transactions and contractual relationships with MT will also be terminated as a matter of principle, and the necessary measures will be taken in due course
Number of shares acquired10,000,000 preferred shares of MT, 198,000 shares of BR, 330,000 shares of DS held directly and 157,500 shares held indirectly
Acquisition priceThe acquisition cost of MT's preferred shares was ¥10 million. BR and DS: Not disclosed
Shareholding ratioMT: Not disclosed; BR: 99.0%; DS: 66.0% (direct holding; effectively 97.5% including the portion held by BR) → MT: Not disclosed; BR: 99.0%; DS: 66.0% (direct holding; effectively 97.5% including the portion held by BR)(0%)
Dispatch of directors and officersThe 1 director and 1 audit & supervisory board member dispatched by the Company to MT will leave office in connection with the termination of the agreement. At BR and DS, the Company's officers and employees concurrently serve as directors and audit & supervisory board members.
Contract PeriodThe agreement will terminate upon delivery of the termination notice. The specific timing and method of redemption have not been determined at this time.
Shareholding PolicyThe termination of the agreement will have no impact on the Company's holdings of shares in BR and DS. The Company will seek redemption of its preferred shares in MT from MT going forward.
Date of board resolution7 October 2026
Contract Date5 March 2025
Impact on Business PerformanceThe Company expects to recognize a loss of approximately ¥150 million in its financial results for the second quarter of the fiscal year ending March 2027. The impact of the termination of the agreement on consolidated results for the fiscal year ending March 2027 is currently under review.
Change in major shareholdersNo change in major shareholders or the largest shareholder has been disclosed
Items this document does not state (7)
Alliance partner's net salesAlliance partner's operating incomeOverview of the joint ventureOwnership ratioNumerical targets under the allianceAlliance start dateShare Acquisition Date and Payment Date

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.

As a result of reviewing the financial condition, business relationships, labor management and other aspects of the management and operations, the Company recognized that there were discrepancies between the information provided by メディア・トラスト and the actual situation, as well as multiple matters in violation of the agreement. This substantially damaged the relationship of trust, and the Company determined that it would be difficult to continue the alliance.

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Notice of Termination of the Capital and Business Alliance Agreement with 株式会社メディア・トラスト and Others and Change in Representative Director of Consolidated Subsidiary | MINATO HOLDINGS INC. (6862) timely disclosure | Komori