Komori
M&A and Subsidiary Changes7157LIFENET INSURANCE COMPANYFinancials (excluding banks)

Notice Regarding the Exclusion of a Consolidated Subsidiary Following the Transfer of Its Shares and Partial Changes to the Capital and Business Alliance

The Company will participate in the share buyback conducted by its consolidated subsidiary ライフネットみらい and transfer all 41,000 shares it holds, representing 91.1% of the issued shares. As a result, the company will be excluded from the scope of consolidation, and the capital and business alliance will be changed to a three-company structure excluding ライフネットみらい.

Worth reading
35Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
91.1
% (percentage of total shares issued)
Wording
Conditional
How definitive the wording is.

This transaction

Transfer of shares in this transaction (transfer of shares in a consolidated subsidiary)
Counterpartyライフネットみらい株式会社 (entity conducting the share buyback), 株式会社MILIZE (joint venture partner and sole shareholder following the change), Sumitomo Mitsui Financial Group,Inc. (capital and business alliance partner), 三井住友カード株式会社 (capital and business alliance partner)
Disclosing companyLIFENET INSURANCE COMPANY
ライフネットみらい株式会社Subject of this transactionNumber of shares acquired 41,000 common shares (number of voting rights: Not disclosed)Voting rights ownership percentage Before 91.1% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Insurance agency services and other businesses

Location Chiyoda-ku, TokyoShare capital ¥100 millionDate of incorporation 10 May 2021
Net income for the current fiscal yearNet loss of ¥5 million (fiscal year ended March 2026)
Net assetsNet assets of ¥141 million (fiscal year ending March 2026)
Impact on Business Performance

The impact of this transaction on the Company's results for the current fiscal year is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe joint venture relationship will be dissolved and the company will transition to an operating structure in which MILIZE is the sole shareholder. ライフネットみらい will be excluded from the capital and business alliance agreement, resulting in a three-company structure comprising the Company, SMFG and 三井住友カード. The company name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameTransfer of shares in this transaction (transfer of shares in a consolidated subsidiary)
Counterparty nameライフネットみらい株式会社 (entity conducting the share buyback), 株式会社MILIZE (joint venture partner and sole shareholder following the change), Sumitomo Mitsui Financial Group,Inc. (capital and business alliance partner), 三井住友カード株式会社 (capital and business alliance partner)
Name of the Subject Companyライフネットみらい株式会社
Business Description of the Subject CompanyInsurance agency services and other businesses
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company10 May 2021
Net Income of the Subject CompanyNet loss of ¥5 million (fiscal year ended March 2026)
Net Assets of the Subject CompanyNet assets of ¥141 million (fiscal year ending March 2026)
Number of shares acquired41,000 common shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 91.1% (after not disclosed)
Impact on Business PerformanceThe impact of this transaction on the Company's results for the current fiscal year is expected to be immaterial.
Date of board resolution29 May 2026
Contract Date30 August 2023 (original capital and business alliance agreement) / Date of execution of the amendment agreement: Not disclosed
Execution Date / Effective Date29 June 2026 (scheduled transaction date)
Management structure after acquisitionThe joint venture relationship will be dissolved and the company will transition to an operating structure in which MILIZE is the sole shareholder. ライフネットみらい will be excluded from the capital and business alliance agreement, resulting in a three-company structure comprising the Company, SMFG and 三井住友カード. The company name, representative and treatment of employees: Not disclosed
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyAcquisition priceExpenses 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 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.

Following discussions with MILIZE regarding the future operating policy of ライフネットみらい, the joint venture relationship will be dissolved and the company will transition to an operating structure in which MILIZE is the sole shareholder.

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 Exclusion of a Consolidated Subsidiary Following the Transfer of Its Shares and Partial Changes to the Capital and Business Alliance | LIFENET INSURANCE COMPANY (7157) timely disclosure | Komori