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M&A and Subsidiary Changes7527SystemSoft CorporationInformation and Communications, Services and Others

Notice Regarding the Acquisition of Shares Involving a Change in Subsidiaries

システムソフト will acquire 67.4% of the shares of 日本クラウド (223,580 shares), making it a subsidiary. The acquisition price is ¥4 million, and the estimated total cost, including advisory fees and other expenses, will be ¥31 million.

Worth reading
55In focus
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
31
¥ million (estimated amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares
CounterpartyHara Kyosuke (原 京介)
Disclosing companySystemSoft Corporation
日本クラウド株式会社Voting rights ownership percentageNumber of shares acquired 223,580 shares (number of voting rights: 223,580)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Date of board resolution29 July 2026
Contract Date29 July 2026
Execution Date / Effective Date29 July 2026 (scheduled)
Target company

Software development and systems engineering services

Location Taito-ku, TokyoShare capital ¥124.52 millionDate of incorporation 20 June 2011
Net Sales¥276 million (fiscal year ending April 2026)
Operating profit−¥26 million (fiscal year ending April 2026)
Net income for the current fiscal year−¥23 million (fiscal year ending April 2026)
Net assets¥160 million (fiscal year ending April 2026)
Consideration and expenses
Acquisition price¥4 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥27 million
Type of ConsiderationCash
Funding arrangementsCash on hand (the Company increased its cash on hand through a third-party allotment of shares in April 2026, securing sufficient investment capacity for M&A)
Impact on Business Performance

The impact of this share acquisition on the Company's consolidated results for the current fiscal year is currently under review. If it becomes clear that the transaction will have a material impact on the consolidated earnings forecast, the Company will disclose the information promptly.

This transaction
ItemDetails
Transaction nameAcquisition of shares
Counterparty nameHara Kyosuke (原 京介)
Name of the Subject Company日本クラウド株式会社
Business Description of the Subject CompanySoftware development and systems engineering services
Location of the Subject CompanyTaito-ku, Tokyo
Capital Stock of the Subject Company¥124.52 million
Date of Establishment of the Subject Company20 June 2011
Net Sales of the Subject Company¥276 million (fiscal year ending April 2026)
Operating Profit of the Subject Company−¥26 million (fiscal year ending April 2026)
Net Income of the Subject Company−¥23 million (fiscal year ending April 2026)
Net Assets of the Subject Company¥160 million (fiscal year ending April 2026)
Acquisition price¥4 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥27 million
Type of ConsiderationCash
Number of shares acquired223,580 shares (number of voting rights: 223,580)
Voting rights ownership percentageBefore 0.0% → after 67.4%
Funding arrangementsCash on hand (the Company increased its cash on hand through a third-party allotment of shares in April 2026, securing sufficient investment capacity for M&A)
Impact on Business PerformanceThe impact of this share acquisition on the Company's consolidated results for the current fiscal year is currently under review. If it becomes clear that the transaction will have a material impact on the consolidated earnings forecast, the Company will disclose the information promptly.
Date of board resolution29 July 2026
Contract Date29 July 2026
Execution Date / Effective Date29 July 2026 (scheduled)
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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 expand the scale and scope of its existing SES and system development businesses and advance business development using new technologies such as AI. The Company determined that 日本クラウド's broad range of system development, cloud infrastructure optimization, operational efficiency and AI-related technologies and solutions are aligned with its strategy and will contribute to enhancing corporate value.

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 Involving a Change in Subsidiaries | SystemSoft Corporation (7527) timely disclosure | Komori