Komori
M&A and Subsidiary Changes7049SHIKIGAKU.Co.,Ltd.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company will transfer 35,709 shares of 福島スポーツエンタテインメント株式会社 (FSE) to K Asset Management and reduce its ownership interest from 88.6% to 26.6%. As a result, FSE is expected to change from a consolidated subsidiary to an equity-method affiliate.

Worth reading
60In 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
210004629
yen
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Share transfer
CounterpartyK Asset Management
Disclosing companySHIKIGAKU.Co.,Ltd.
Fukushima Sports Entertainment Co., Ltd.Voting rights ownership percentageNumber of shares acquired 35,709 shares (35,709 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.White points represent dates designated as scheduled dates in the document.
Target company

Planning and operation of the professional basketball club Fukushima Firebonds

Location Koriyama, Fukushima PrefectureShare capital ¥10 millionDate of incorporation 16 May 2013
Net Sales¥883 million (fiscal year ended June 2025)
Operating profit¥5 million operating loss (fiscal year ended June 2025)
Net income for the current fiscal year¥0 million (fiscal year ended June 2025)
Net assets¥25 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition price¥210,004,629 in total (¥5,881 per share)
Type of ConsiderationCash
Amount of extraordinary income (loss)The Company expects to record a gain on the sale of shares of an affiliated company as extraordinary income. The gain is expected to be recorded in the fiscal year ending February 2027 in both the Company's non-consolidated and consolidated financial statements, although the amount is still under review.
Impact on Business Performance

The impact of this share transfer on the Company's consolidated results for the fiscal year ending February 2027 is currently under review. The Company states that it will promptly disclose any necessary revision to its earnings forecasts.

Procedures and assumptions
Valuation methodologyDetermined through discussions with the transferee, taking into account FSE's most recent net asset value as the primary basis, as well as its earnings level and business environment
Management structure after acquisitionFSE is expected to be excluded from the Company's scope of consolidation and become an equity-method affiliate. The Company will continue its involvement as an equity-method affiliate from a medium- to long-term perspective. Details regarding the corporate name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameK Asset Management
Name of the Subject CompanyFukushima Sports Entertainment Co., Ltd.
Business Description of the Subject CompanyPlanning and operation of the professional basketball club Fukushima Firebonds
Location of the Subject CompanyKoriyama, Fukushima Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company16 May 2013
Net Sales of the Subject Company¥883 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥5 million operating loss (fiscal year ended June 2025)
Net Income of the Subject Company¥0 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥25 million (fiscal year ended June 2025)
Acquisition price¥210,004,629 in total (¥5,881 per share)
Type of ConsiderationCash
Number of shares acquired35,709 shares (35,709 voting rights)
Voting rights ownership percentageBefore 88.6% → after 26.6%
Amount of extraordinary income (loss)The Company expects to record a gain on the sale of shares of an affiliated company as extraordinary income. The gain is expected to be recorded in the fiscal year ending February 2027 in both the Company's non-consolidated and consolidated financial statements, although the amount is still under review.
Impact on Business PerformanceThe impact of this share transfer on the Company's consolidated results for the fiscal year ending February 2027 is currently under review. The Company states that it will promptly disclose any necessary revision to its earnings forecasts.
Date of board resolution22 June 2026
Contract Date26 June 2026 (予定)
Execution Date / Effective Date30 June 2026 (scheduled)
Valuation methodologyDetermined through discussions with the transferee, taking into account FSE's most recent net asset value as the primary basis, as well as its earnings level and business environment
Management structure after acquisitionFSE is expected to be excluded from the Company's scope of consolidation and become an equity-method affiliate. The Company will continue its involvement as an equity-method affiliate from a medium- to long-term perspective. Details regarding the corporate name, representative and treatment of employees: Not disclosed
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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 Company determined that FSE will need expertise in the sports business, agile management decisions and additional business investment to move to its next stage of growth, including entry into the B.League Premier and enhancing the club's value. The Company states that it will welcome KAM as FSE's new largest shareholder, continue its involvement as an equity-method affiliate, and promote FSE's corporate value enhancement and contributions to the local community.

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) | SHIKIGAKU.Co.,Ltd. (7049) timely disclosure | Komori