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M&A and Subsidiary Changes7047PORT INC.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in a Newly Established Company by ENECHANGE Ltd. (Making It a Subsidiary)

PORT INC. will acquire all shares in a newly established company that will succeed to ENECHANGE株式会社's call center and offline business for ¥200 million, making it a wholly owned subsidiary. The effective date of both the share transfer and the company split is scheduled for 1 December 2026.

Worth reading
64In 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
200
¥ million (acquisition price)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share acquisition
CounterpartyENECHANGE株式会社
Disclosing companyPORT INC.
ENECHANGEカスタマーサービス株式会社Voting rights ownership percentageNumber of shares acquired 1,000 shares (number of voting rights: 1,000)

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

Call center and offline business

Location Minato-ku, TokyoShare capital ¥1Date of incorporation 24 September 2026
Net SalesApproximately ¥2 billion (fiscal year ended March 2026, business to be acquired)
Operating profitBusiness loss before allocation of head office expenses: approximately ¥200 million (fiscal year ended March 2026, business to be acquired)
Net assets¥1
Consideration and expenses
Acquisition price¥200 million
Expenses other than the acquisition priceDue diligence expenses and other costs (estimated): ¥1 million
Type of ConsiderationCash (cash settlement using funds on hand)
Funding arrangementsCash settlement using funds on hand
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial (limited). The company is expected to be included in the consolidated results from the third quarter of the fiscal year ending March 2027.

Procedures and assumptions
Valuation methodologyIndividual discussions with ENECHANGE株式会社 based on the actual operating results and financial position for the immediately preceding fiscal year (fiscal year ended March 2026), forecasts for the next 3 years (fiscal years ending March 2027 to March 2029), and the results of due diligence
Management structure after acquisitionFollowing the conversion into a wholly owned subsidiary, the company will integrate its business flows into the Group, including user acquisition operations conducted through more than 30 partner companies and system solutions for real estate management companies. The corporate name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameENECHANGE株式会社
Name of the Subject CompanyENECHANGEカスタマーサービス株式会社
Business Description of the Subject CompanyCall center and offline business
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥1
Date of Establishment of the Subject Company24 September 2026
Net Sales of the Subject CompanyApproximately ¥2 billion (fiscal year ended March 2026, business to be acquired)
Operating Profit of the Subject CompanyBusiness loss before allocation of head office expenses: approximately ¥200 million (fiscal year ended March 2026, business to be acquired)
Net Assets of the Subject Company¥1
Acquisition price¥200 million
Expenses other than the acquisition priceDue diligence expenses and other costs (estimated): ¥1 million
Type of ConsiderationCash (cash settlement using funds on hand)
Number of shares acquired1,000 shares (number of voting rights: 1,000)
Voting rights ownership percentageBefore 0% → after 100%
Funding arrangementsCash settlement using funds on hand
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial (limited). The company is expected to be included in the consolidated results from the third quarter of the fiscal year ending March 2027.
Date of board resolution23 October 2026
Contract Date23 October 2026
Execution Date / Effective Date1 December 2026 (the share transfer is scheduled to be completed on this date; the absorption-type company split will become effective on 1 December 2026)
Valuation methodologyIndividual discussions with ENECHANGE株式会社 based on the actual operating results and financial position for the immediately preceding fiscal year (fiscal year ended March 2026), forecasts for the next 3 years (fiscal years ending March 2027 to March 2029), and the results of due diligence
Management structure after acquisitionFollowing the conversion into a wholly owned subsidiary, the company will integrate its business flows into the Group, including user acquisition operations conducted through more than 30 partner companies and system solutions for real estate management companies. The corporate name, representative and treatment of employees: Not disclosed
Items this document does not state (10)
Net Income of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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 transaction will shift PORT's business relationship with ENECHANGE株式会社 from collaboration to integration, with the aim of increasing the number of contracts won, market presence and revenue by leveraging the PORT Group's conversion capabilities and multichannel marketing capabilities. PORT also plans to bring into the Group the system solutions provided to the target company's partner companies and real estate management companies, thereby developing new user acquisition channels.

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 the Acquisition of Shares in a Newly Established Company by ENECHANGE Ltd. (Making It a Subsidiary) | PORT INC. (7047) timely disclosure | Komori