Komori
M&A and Subsidiary Changes7069CyberBuzz,Inc.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer) and Recognition of Extraordinary Gain

All 801 shares of the consolidated subsidiary 株式会社BuzzJob will be transferred to our employee, Morishige Ryo (森重 諒), for ¥40 million, and the company is expected to be removed from the scope of consolidation as of 31 August 2026. In connection with this transfer, the Company expects to recognize an extraordinary gain of ¥40 million in its non-consolidated results for the fiscal year ending September 2026. The amount to be recognized in the consolidated results is currently under review.

Worth reading
55In 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
40000000
¥
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
CounterpartyMorishige Ryo (森重 諒)
Disclosing companyCyberBuzz,Inc.
株式会社 BuzzJobVoting rights ownership percentageNumber of shares acquired 801 shares; number of voting rights: Not disclosed

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

HR business

Location Shibuya, TokyoShare capital ¥25 millionDate of incorporation March 2021
Consideration and expenses
Acquisition price¥40,000,000 (transfer consideration)
Type of ConsiderationCash
Amount of extraordinary income (loss)Extraordinary gain (gain on sale of shares in an affiliated company): ¥40 million (non-consolidated results; expected for the fiscal year ending September 2026). An extraordinary gain is also expected to be recognized in the consolidated results, but the amount is currently under review.
Impact on Business Performance

The Company expects to recognize an extraordinary gain of ¥40 million in its non-consolidated results for the fiscal year ending September 2026. The impact on the consolidated results is expected to be immaterial, but the amount of the extraordinary gain is currently under review.

Procedures and assumptions
Management structure after acquisitionThe business will be transferred to the employee and operated under his rapid and flexible decision-making (EBO structure).
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameMorishige Ryo (森重 諒)
Name of the Subject Company株式会社 BuzzJob
Business Description of the Subject CompanyHR business
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥25 million
Date of Establishment of the Subject CompanyMarch 2021
Acquisition price¥40,000,000 (transfer consideration)
Type of ConsiderationCash
Number of shares acquired801 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)Extraordinary gain (gain on sale of shares in an affiliated company): ¥40 million (non-consolidated results; expected for the fiscal year ending September 2026). An extraordinary gain is also expected to be recognized in the consolidated results, but the amount is currently under review.
Impact on Business PerformanceThe Company expects to recognize an extraordinary gain of ¥40 million in its non-consolidated results for the fiscal year ending September 2026. The impact on the consolidated results is expected to be immaterial, but the amount of the extraordinary gain is currently under review.
Date of board resolution13 August 2026
Contract Date13 August 2026 (予定)
Execution Date / Effective Date31 August 2026 (scheduled)
Management structure after acquisitionThe business will be transferred to the employee and operated under his rapid and flexible decision-making (EBO structure).
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

The transfer of BuzzJob, which operates the HR business, is intended to enable the Group to concentrate its management resources on its core businesses. The Company determined that transferring the business to the employee with the greatest familiarity with it and operating it under his rapid and flexible decision-making would be the optimal way to maximize the business value of both BuzzJob and the Company.

How to read this page

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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) and Recognition of Extraordinary Gain | CyberBuzz,Inc. (7069) timely disclosure | Komori