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M&A and Subsidiary Changes8388The Awa Bank,Ltd.Banks

Notice Regarding a Capital and Business Alliance Involving Consolidated Subsidiary 阿波銀コネクト株式会社 and a Change in Consolidated Subsidiary Status

The consolidated subsidiary 阿波銀コネクト株式会社 will conduct a third-party allotment capital increase under which 四国放送株式会社 will subscribe, reducing 阿波銀行's voting rights ownership from 100% to 50%. As a result, 阿波銀コネクト株式会社 is expected to change from a consolidated subsidiary to an equity-method affiliate, and the two companies will enter into a capital and business alliance to support regional businesses and for other purposes.

Worth reading
45Recurring
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
50
% (阿波銀行's voting rights ownership after the change)
Wording
Conditional
How definitive the wording is.

This transaction

This capital and business alliance (third-party allotment capital increase)
Counterparty四国放送株式会社
Disclosing companyThe Awa Bank,Ltd.
阿波銀コネクト株式会社Voting rights ownership percentageNumber of shares acquired 2,000 shares (四国放送株式会社 is expected to subscribe for all shares; the number of voting rights is not stated in the main text)

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

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

E-commerce platform operation and consulting businesses, including marketing analysis and content production

Location Tokushima, Tokushima PrefectureShare capital ¥100 millionDate of incorporation 15 January 2021
Net Sales¥141 million (fiscal year ended March 2026)
Net income for the current fiscal year¥2 million (fiscal year ended March 2026)
Net assets¥65 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot disclosed due to contractual confidentiality obligations
Type of ConsiderationCash (subscription payment for the third-party allotment capital increase; amount not disclosed)
Impact on Business Performance

The Company expects the impact of this capital and business alliance and the change in status of 阿波銀コネクト株式会社 to an equity-method affiliate on its consolidated results for the fiscal year ending March 2027 to be immaterial.

Procedures and assumptions
Valuation methodologyConsultation between the parties, taking comprehensive account of 阿波銀コネクト株式会社's financial position, business plan and other factors
Management structure after acquisitionAfter the change, 阿波銀コネクト株式会社 will continue to operate its e-commerce platform and consulting businesses as a company engaged in advanced banking-related business, under appropriate management and internal controls in accordance with applicable laws and regulations. The trade name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameThis capital and business alliance (third-party allotment capital increase)
Counterparty name四国放送株式会社
Name of the Subject Company阿波銀コネクト株式会社
Business Description of the Subject CompanyE-commerce platform operation and consulting businesses, including marketing analysis and content production
Location of the Subject CompanyTokushima, Tokushima Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company15 January 2021
Net Sales of the Subject Company¥141 million (fiscal year ended March 2026)
Net Income of the Subject Company¥2 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥65 million (fiscal year ended March 2026)
Acquisition priceNot disclosed due to contractual confidentiality obligations
Type of ConsiderationCash (subscription payment for the third-party allotment capital increase; amount not disclosed)
Number of shares acquired2,000 shares (四国放送株式会社 is expected to subscribe for all shares; the number of voting rights is not stated in the main text)
Voting rights ownership percentageBefore 100.0% → after 50.0%
Impact on Business PerformanceThe Company expects the impact of this capital and business alliance and the change in status of 阿波銀コネクト株式会社 to an equity-method affiliate on its consolidated results for the fiscal year ending March 2027 to be immaterial.
Date of board resolutionDate of approval by the Company's Board of Directors: 25 September 2026; date of resolution by 阿波銀コネクト株式会社's Board of Directors: 25 September 2026
Contract Date29 September 2026 (予定)
Execution Date / Effective DatePayment date for the third-party allotment capital increase and commencement date of this capital and business alliance: 2 November 2026 (予定)
Valuation methodologyConsultation between the parties, taking comprehensive account of 阿波銀コネクト株式会社's financial position, business plan and other factors
Management structure after acquisitionAfter the change, 阿波銀コネクト株式会社 will continue to operate its e-commerce platform and consulting businesses as a company engaged in advanced banking-related business, under appropriate management and internal controls in accordance with applicable laws and regulations. The trade name, representative and treatment of employees: not disclosed
Items this document does not state (12)
Operating Profit of the Subject CompanyExpenses 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)Independent 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.

To combine 阿波銀コネクト株式会社's expertise in operating e-commerce platforms, network of regional businesses and consulting capabilities with 四国放送株式会社's ability to disseminate information, plan and produce content, and engage with the local community, thereby helping regional businesses expand their sales channels, enhance brand value, promote the appeal of Tokushima and develop regional industries.

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Notice Regarding a Capital and Business Alliance Involving Consolidated Subsidiary 阿波銀コネクト株式会社 and a Change in Consolidated Subsidiary Status | The Awa Bank,Ltd. (8388) timely disclosure | Komori