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M&A and Subsidiary Changes7351Goodpatch Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社Band (Making It a Subsidiary)

Goodpatch acquired 100% of the shares in 株式会社Band from Kawai Kohei (河合 航平), making it a wholly owned subsidiary. The companies will integrate planning and design with system implementation and e-commerce development, while advancing the use of AI and the mutual utilization of their customer bases.

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This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyKawai Kohei (河合 航平)
Disclosing companyGoodpatch Inc.
株式会社BandVoting rights ownership percentageNumber of shares acquired Number of shares and voting rights: Not disclosed (100% of the shares acquired)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Planning, development and operation of software, and consulting

Location Meguro-ku, TokyoShare capital ¥100,000Date of incorporation 8 March 2019
Impact on Business Performance

The impact of this share acquisition on the Company's consolidated results is expected to be immaterial.

This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameKawai Kohei (河合 航平)
Name of the Subject Company株式会社Band
Business Description of the Subject CompanyPlanning, development and operation of software, and consulting
Location of the Subject CompanyMeguro-ku, Tokyo
Capital Stock of the Subject Company¥100,000
Date of Establishment of the Subject Company8 March 2019
Number of shares acquiredNumber of shares and voting rights: Not disclosed (100% of the shares acquired)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of this share acquisition on the Company's consolidated results is expected to be immaterial.
Date of board resolution10 August 2026
Contract Date31 August 2026
Execution Date / Effective Date1 September 2026
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets 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 ExecutionManagement structure after acquisition

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 purpose is to integrate Goodpatch's planning, architecture and design capabilities with Band's system implementation, e-commerce development and operations capabilities, thereby enhancing the value provided to customers and the competitiveness of its "design × development" offering. In addition, the Group will utilize Band's expertise in applying AI and its customer base to accelerate cross-selling and the acquisition of new customers.

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 Acquisition of Shares in 株式会社Band (Making It a Subsidiary) | Goodpatch Inc. (7351) timely disclosure | Komori