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M&A and Subsidiary Changes6942SOPHIA HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary (Making the Company a Grandchild Subsidiary)

ソフィア総合研究所, a consolidated subsidiary of the Company, will acquire all issued shares of 株式会社システムフリージア, making it a second-tier subsidiary of the Company’s Group. The acquisition price is ¥55.073 million, and the share transfer is scheduled to be completed on 1 July 2026.

Worth reading
47Recurring
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Direction
Improvement
Direction inferred from the company’s description.
Scale
55073
¥ thousand
Wording
Conditional
How definitive the wording is.

This transaction

Share acquisition (making the target a grand-subsidiary)
CounterpartyToyama Kei (富山 敬)
Disclosing companySOPHIA HOLDINGS CO.,LTD.
株式会社システムフリージアVoting rights ownership percentageNumber of shares acquired 200 shares (予定), representing 200 voting rights

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

・Freestyle development business ・System solutions business ・Social services business ・Education business

Location Chiyoda-ku, TokyoShare capital ¥10 millionDate of incorporation 28 September 2012
Net Sales¥105.663 million (fiscal year ended March 2026)
Operating profitOperating loss: ¥4.530 million (fiscal year ended March 2026)
Net income for the current fiscal year¥1.114 million (fiscal year ended March 2026)
Net assets¥28.429 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥55.073 million
Impact on Business Performance

The impact of this share acquisition on the Company’s consolidated results for the fiscal year ending March 2027 will be immaterial.

This transaction
ItemDetails
Transaction nameShare acquisition (making the target a grand-subsidiary)
Counterparty nameToyama Kei (富山 敬)
Name of the Subject Company株式会社システムフリージア
Business Description of the Subject Company・Freestyle development business ・System solutions business ・Social services business ・Education business
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company28 September 2012
Net Sales of the Subject Company¥105.663 million (fiscal year ended March 2026)
Operating Profit of the Subject CompanyOperating loss: ¥4.530 million (fiscal year ended March 2026)
Net Income of the Subject Company¥1.114 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥28.429 million (fiscal year ended March 2026)
Acquisition price¥55.073 million
Number of shares acquired200 shares (予定), representing 200 voting rights
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on the Company’s consolidated results for the fiscal year ending March 2027 will be immaterial.
Date of board resolution26 June 2026
Contract Date26 June 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Items this document does not state (14)
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)Valuation methodologyIndependent 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 acquisition is intended to incorporate the technical capabilities and development expertise of システムフリージア社, strengthening the Group’s consulting capabilities and its ability to support companies in using IT and improving operational efficiency. The Company expects higher earnings and increased corporate value through expansion of its service offerings and business opportunities.

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Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary (Making the Company a Grandchild Subsidiary) | SOPHIA HOLDINGS CO.,LTD. (6942) timely disclosure | Komori