Komori
M&A and Subsidiary Changes7033Management Solutions Co.,Ltd.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company plans to transfer all 800 shares it holds in its consolidated subsidiary, 株式会社テトラ・コミュニケーションズ, representing an 80% ownership interest, to AsiaQuest Co.,Ltd., and exclude the company from the scope of consolidation.

Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
736000
¥ thousand
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyAsiaQuest Co.,Ltd.
Disclosing companyManagement Solutions Co.,Ltd.
株式会社テトラ・コミュニケーションズVoting rights ownership percentageNumber of shares acquired 800 shares (number of voting rights: 800)

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.White points represent dates designated as scheduled dates in the document.
Target company

Business and systems consulting specializing in life insurance companies, and the development, construction, operation and maintenance of systems Design, implementation, kitting, maintenance and support for PCs, servers, networks and security systems

Location Chiyoda-ku, TokyoShare capital ¥10 millionDate of incorporation 11 November 2008
Net Sales¥1,106.569 million (fiscal year ended December 2025)
Operating profit¥82.425 million (fiscal year ended December 2025)
Net income for the current fiscal year¥64.509 million (fiscal year ended December 2025)
Net assets¥355.191 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥736 million (transfer price)
Type of ConsiderationCash
Impact on Business Performance

The impact of the share transfer on consolidated results for the fiscal year ending December 2026 is currently under review. The Company will promptly disclose any matters that require disclosure.

Procedures and assumptions
Management structure after acquisitionIn connection with the share transfer, the target company is予定 to be excluded from the Company's consolidated subsidiaries.
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameAsiaQuest Co.,Ltd.
Name of the Subject Company株式会社テトラ・コミュニケーションズ
Business Description of the Subject CompanyBusiness and systems consulting specializing in life insurance companies, and the development, construction, operation and maintenance of systems Design, implementation, kitting, maintenance and support for PCs, servers, networks and security systems
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company11 November 2008
Net Sales of the Subject Company¥1,106.569 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥82.425 million (fiscal year ended December 2025)
Net Income of the Subject Company¥64.509 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥355.191 million (fiscal year ended December 2025)
Acquisition price¥736 million (transfer price)
Type of ConsiderationCash
Number of shares acquired800 shares (number of voting rights: 800)
Voting rights ownership percentageBefore 80% → after 0%
Impact on Business PerformanceThe impact of the share transfer on consolidated results for the fiscal year ending December 2026 is currently under review. The Company will promptly disclose any matters that require disclosure.
Date of board resolution1 October 2026
Contract Date1 October 2026
Execution Date / Effective Date2 November 2026 (予定)
Management structure after acquisitionIn connection with the share transfer, the target company is予定 to be excluded from the Company's consolidated subsidiaries.
Items this document does not state (12)
Expenses other than the acquisition priceMerger 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 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.

Following consideration in light of changes in the business environment and market structure, the Company determined that the synergies initially anticipated would be limited and that the target company should pursue growth under a corporate group with a high degree of business affinity. The Company states that it will concentrate its management resources on growth areas and seek to enhance corporate value over the medium to long term.

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) | Management Solutions Co.,Ltd. (7033) timely disclosure | Komori