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M&A and Subsidiary Changes7093adish Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Transfer of Shares Involving a Change in Consolidated Subsidiaries

The Company has decided to transfer all 16,000 shares of its Philippine consolidated subsidiary, adish International Corporation, to タイガーテイル株式会社. Once the formal transfer of the registered ownership of the shares is completed, the company is expected to be excluded from the scope of consolidation.

Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
1
Less than % (as a percentage of the Company's consolidated net assets for the most recent fiscal year)
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
Counterpartyタイガーテイル株式会社
Disclosing companyadish Co.,Ltd.
adish International CorporationVoting rights ownership percentageNumber of shares acquired 16,000 shares (number of shares transferred; number of voting rights not stated)

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

Multilingual customer support, BPO services, and other businesses

Location Makati City, PhilippinesShare capital 16,000 thousand Philippine pesosDate of incorporation 28 June 2011
Net Sales35,090 thousand Philippine pesos (fiscal year ended December 2025)
Operating profitNegative 686 thousand Philippine pesos (fiscal year ended December 2025)
Net income for the current fiscal yearNegative 1,195 thousand Philippine pesos (fiscal year ended December 2025)
Net assetsNegative 6,070 thousand Philippine pesos (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceLess than 1% of the Company's consolidated net assets for the most recent fiscal year. The detailed transfer price is undisclosed pursuant to a confidentiality agreement between the parties.
Impact on Business Performance

The impact on the Company's consolidated results is expected to be immaterial. If any matters requiring disclosure arise in the future, the Company will disclose them promptly.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the formal transfer of the registered ownership of these shares under the laws of the Republic of the Philippines
Management structure after acquisitionThe corporate name, representative, and treatment of employees are undisclosed. The operating structure under which adish International provides services to the Company's group will continue after the transfer of these shares.
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameタイガーテイル株式会社
Name of the Subject Companyadish International Corporation
Business Description of the Subject CompanyMultilingual customer support, BPO services, and other businesses
Location of the Subject CompanyMakati City, Philippines
Capital Stock of the Subject Company16,000 thousand Philippine pesos
Date of Establishment of the Subject Company28 June 2011
Net Sales of the Subject Company35,090 thousand Philippine pesos (fiscal year ended December 2025)
Operating Profit of the Subject CompanyNegative 686 thousand Philippine pesos (fiscal year ended December 2025)
Net Income of the Subject CompanyNegative 1,195 thousand Philippine pesos (fiscal year ended December 2025)
Net Assets of the Subject CompanyNegative 6,070 thousand Philippine pesos (fiscal year ended December 2025)
Acquisition priceLess than 1% of the Company's consolidated net assets for the most recent fiscal year. The detailed transfer price is undisclosed pursuant to a confidentiality agreement between the parties.
Number of shares acquired16,000 shares (number of shares transferred; number of voting rights not stated)
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact on the Company's consolidated results is expected to be immaterial. If any matters requiring disclosure arise in the future, the Company will disclose them promptly.
Date of board resolution15 July 2026
Contract Date15 July 2026
Execution Date / Effective Date31 August 2026 (scheduled). Upon completion of the formal transfer of the registered ownership of these shares under the laws of the Republic of the Philippines, adish International is expected to be excluded from the Company's consolidated subsidiaries.
Conditions Precedent to ExecutionCompletion of the formal transfer of the registered ownership of these shares under the laws of the Republic of the Philippines
Management structure after acquisitionThe corporate name, representative, and treatment of employees are undisclosed. The operating structure under which adish International provides services to the Company's group will continue after the transfer of these shares.
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

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 is intended to concentrate management resources on the Company's core domestic businesses. For the multilingual support business, the Company determined that collaboration with タイガーテイル株式会社, which has a strong sales base and expertise in the social gaming industry, would be optimal for acquiring customers and expanding the business.

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 the Transfer of Shares Involving a Change in Consolidated Subsidiaries | adish Co.,Ltd. (7093) timely disclosure | Komori