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M&A and Subsidiary Changes7435NADEX CO.,LTD.Trading & Wholesale

Notice Regarding the Acquisition of Shares in Robofull Co., Ltd. and Its Conversion into a Subsidiary

ナ・デックス will acquire shares in Robofull and make it a subsidiary in which it holds 100.0% of the voting rights. The purchase price for the shares is ¥445 million, and the total including advisory fees and other expenses is approximately ¥450 million.

Worth reading
50Recurring
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
450
¥ million (estimated amount)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartySBI 4&5 Investment Limited Partnership, SBI 4&5 Investment Limited Partnership II, ANRI No. 5 Investment Limited Partnership, East Ventures No. 4 Investment Limited Partnership, Aigin Venture Fund No. 1 Investment Limited Partnership, NOBUNAGA Village Fund Investment Limited Partnership, Central Japan Seed Fund Investment Limited Partnership, Iwate New Business Creation Fund No. 3 Investment Limited Partnership, Gazelle Capital No. 3 Investment Limited Partnership, SMBC Venture Capital No. 7 Investment Limited Partnership, OKB-Meinan Venture Support No. 1 Investment Limited Partnership, Yamamoto Dai (山本 大), Irifune Yu (入舟 優)
Disclosing companyNADEX CO.,LTD.
Robofull Co., Ltd.Voting rights ownership percentageNumber of shares acquired 100,000 common shares, 26,364 Class A preferred shares and 49,084 Class A2 preferred shares (number of voting rights: 175,448)

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.White points represent dates designated as scheduled dates in the document.
Target company

Design, manufacture and sale of automated equipment centered on robots

Location Showa-ku, NagoyaShare capital ¥100 millionDate of incorporation 19 January 2021
Net Sales¥57 million (fiscal year ended December 2025)
Operating profitOperating loss of ¥227 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of ¥233 million (fiscal year ended December 2025)
Net assetsNegative net assets of ¥56 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥445 million (value of Robofull shares)
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥4 million
Impact on Business Performance

The impact of this transaction on consolidated results for the fiscal year ending April 2026 will be immaterial.

This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameSBI 4&5 Investment Limited Partnership, SBI 4&5 Investment Limited Partnership II, ANRI No. 5 Investment Limited Partnership, East Ventures No. 4 Investment Limited Partnership, Aigin Venture Fund No. 1 Investment Limited Partnership, NOBUNAGA Village Fund Investment Limited Partnership, Central Japan Seed Fund Investment Limited Partnership, Iwate New Business Creation Fund No. 3 Investment Limited Partnership, Gazelle Capital No. 3 Investment Limited Partnership, SMBC Venture Capital No. 7 Investment Limited Partnership, OKB-Meinan Venture Support No. 1 Investment Limited Partnership, Yamamoto Dai (山本 大), Irifune Yu (入舟 優)
Name of the Subject CompanyRobofull Co., Ltd.
Business Description of the Subject CompanyDesign, manufacture and sale of automated equipment centered on robots
Location of the Subject CompanyShowa-ku, Nagoya
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company19 January 2021
Net Sales of the Subject Company¥57 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of ¥227 million (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of ¥233 million (fiscal year ended December 2025)
Net Assets of the Subject CompanyNegative net assets of ¥56 million (fiscal year ended December 2025)
Acquisition price¥445 million (value of Robofull shares)
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥4 million
Number of shares acquired100,000 common shares, 26,364 Class A preferred shares and 49,084 Class A2 preferred shares (number of voting rights: 175,448)
Voting rights ownership percentageBefore ―% → after 100.0%
Impact on Business PerformanceThe impact of this transaction on consolidated results for the fiscal year ending April 2026 will be immaterial.
Date of board resolution12 May 2026
Contract Date15 May 2026 (予定)
Execution Date / Effective Date31 May 2026 (予定)
Items this document does not state (13)
Type 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.

To establish a new business platform in the logistics sector and expand sales opportunities and the market area by integrating Robofull's robot systems business with the Group's factory automation business. The acquisition is also intended to strengthen the Group's overall capabilities through personnel exchanges and the sharing of knowledge.

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 Acquisition of Shares in Robofull Co., Ltd. and Its Conversion into a Subsidiary | NADEX CO.,LTD. (7435) timely disclosure | Komori