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M&A and Subsidiary Changes7037teno.Holdings Company LimitedInformation and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company will transfer all shares of its consolidated subsidiary, セーフティージャパン・リスクマネジメント株式会社, to 株式会社シード・コーポレーション. Following completion of the transfer, the company is expected to be excluded from the scope of consolidation.

Worth reading
57In focus
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
500000000
¥
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Share transfer
Counterparty株式会社シード・コーポレーション
Disclosing companyteno.Holdings Company Limited
セーフティージャパン・リスクマネジメント株式会社Voting rights ownership percentageNumber of shares acquired Transfer of 2,600 shares (voting rights ownership ratio: 100%)

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

Small Amount and Short-Term Insurance Business

Location Nishi-ku, Osaka CityShare capital ¥130 millionDate of incorporation 2 April 2007
Net Sales¥1,240.012 million (fiscal year ended March 2026; ordinary revenue)
Operating profit¥9.613 million (fiscal year ended March 2026; ordinary profit)
Net income for the current fiscal year¥6.454 million (fiscal year ended March 2026)
Net assets¥226.642 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥500,000,000 (transfer price)
Type of ConsiderationCash (transfer price of ¥500,000,000)
Amount of extraordinary income (loss)The Company expects to record a gain on the sale of shares in an affiliate as an extraordinary gain in the fiscal year ending December 2026. The amount is currently under review.
Impact on Business Performance

The impact on the Company's consolidated results for the fiscal year ending December 2026 and subsequent fiscal years is currently under review. The Company will promptly announce any necessary revision to its earnings forecasts.

Procedures and assumptions
Conditions Precedent to ExecutionApproval from the relevant authorities
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty name株式会社シード・コーポレーション
Name of the Subject Companyセーフティージャパン・リスクマネジメント株式会社
Business Description of the Subject CompanySmall Amount and Short-Term Insurance Business
Location of the Subject CompanyNishi-ku, Osaka City
Capital Stock of the Subject Company¥130 million
Date of Establishment of the Subject Company2 April 2007
Net Sales of the Subject Company¥1,240.012 million (fiscal year ended March 2026; ordinary revenue)
Operating Profit of the Subject Company¥9.613 million (fiscal year ended March 2026; ordinary profit)
Net Income of the Subject Company¥6.454 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥226.642 million (fiscal year ended March 2026)
Acquisition price¥500,000,000 (transfer price)
Type of ConsiderationCash (transfer price of ¥500,000,000)
Number of shares acquiredTransfer of 2,600 shares (voting rights ownership ratio: 100%)
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)The Company expects to record a gain on the sale of shares in an affiliate as an extraordinary gain in the fiscal year ending December 2026. The amount is currently under review.
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending December 2026 and subsequent fiscal years is currently under review. The Company will promptly announce any necessary revision to its earnings forecasts.
Date of board resolution5 October 2026
Contract Date5 October 2026
Execution Date / Effective Date1 December 2026 (scheduled)
Conditions Precedent to ExecutionApproval from the relevant authorities
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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 Company determined that concentrating management resources on the Group's core businesses, while enabling the company to operate under an acquirer expected to generate synergies with its insurance business, would be the best course for the company's renewed growth.

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) | teno.Holdings Company Limited (7037) timely disclosure | Komori