Komori
M&A and Subsidiary Changes7695Reform Technology,Inc.Retail

Notice Regarding the Incorporation-Type Company Split and Amendments to the Articles of Incorporation (Changes to Business Purposes) in Connection with the Transition to a Holding Company Structure

To facilitate the transition to a holding company structure, the Company will carry out an incorporation-type company split under which all of its businesses other than group company management will be transferred to a newly established company. The newly established company will become a wholly owned subsidiary of the Company, and the Company plans to change its name to 「リフォームテクノロジー株式会社」.

Worth reading
61In focus
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
9725987
¥ thousand
Wording
Conditional
How definitive the wording is.

This transaction

This company split (incorporation-type company split)
Disclosing companyReform Technology,Inc.
Koukandekirukun,Inc. (newly established company)Voting rights ownership percentageNumber of shares acquired 1,000 common shares of the newly established company (number of voting rights: Not disclosed)

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

Operates the 「交換できるくん」 service, which enables customers to complete the process of obtaining quotes and placing online orders for replacement and installation work for residential equipment such as toilets, gas stoves and water heaters.

Location Shibuya, TokyoShare capital ¥90 millionDate of incorporation 1 October 2026 (scheduled)
Consideration and expenses
Type of ConsiderationShares (the newly established company will issue 1,000 common shares and allot and deliver all of them to the Company)
Impact on Business Performance

The impact on the Company's consolidated results is expected to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders scheduled for 29 June 2026 and completion of the required procedures.
Management structure after acquisitionThe Company will specialize in group management functions, while the newly established company and other operating companies will develop their businesses in line with their respective business characteristics. Ikeda Junichi (池田順一) is scheduled to serve as president and representative director of the newly established company, and the Company plans to dispatch directors to it. The newly established company's name will be Koukandekirukun,Inc., and the Company plans to change its name to 「リフォームテクノロジー株式会社」 effective 1 October 2026. Employment contracts will be transferred to the extent that they fall within the scope of the business being transferred to the newly established company.
This transaction
ItemDetails
Transaction nameThis company split (incorporation-type company split)
Name of the Subject CompanyKoukandekirukun,Inc. (newly established company)
Business Description of the Subject CompanyOperates the 「交換できるくん」 service, which enables customers to complete the process of obtaining quotes and placing online orders for replacement and installation work for residential equipment such as toilets, gas stoves and water heaters.
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥90 million
Date of Establishment of the Subject Company1 October 2026 (scheduled)
Type of ConsiderationShares (the newly established company will issue 1,000 common shares and allot and deliver all of them to the Company)
Number of shares acquired1,000 common shares of the newly established company (number of voting rights: Not disclosed)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results is expected to be immaterial.
Date of board resolution28 May 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders scheduled for 29 June 2026 and completion of the required procedures.
Management structure after acquisitionThe Company will specialize in group management functions, while the newly established company and other operating companies will develop their businesses in line with their respective business characteristics. Ikeda Junichi (池田順一) is scheduled to serve as president and representative director of the newly established company, and the Company plans to dispatch directors to it. The newly established company's name will be Koukandekirukun,Inc., and the Company plans to change its name to 「リフォームテクノロジー株式会社」 effective 1 October 2026. Employment contracts will be transferred to the extent that they fall within the scope of the business being transferred to the newly established company.
Items this document does not state (18)
Counterparty nameNet 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 priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.

To enhance the Group's corporate value by delegating authority and clarifying responsibilities, establishing a flexible structure suited to the characteristics of each business, maximizing synergies among businesses, and optimizing the cost structure.

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 Incorporation-Type Company Split and Amendments to the Articles of Incorporation (Changes to Business Purposes) in Connection with the Transition to a Holding Company Structure | Reform Technology,Inc. (7695) timely disclosure | Komori