Komori
M&A and Subsidiary Changes8616Tokai Tokyo Financial Holdings,Inc.Financials (excluding banks)

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company transferred all 4,000,240 shares of its consolidated subsidiary ETERNAL to 株式会社保険見直し本舗グループ and completed the procedures on 31 March 2026. As a result, the Company's ownership interest in ETERNAL changed from 100% to 0%. The Company also undertook an organizational restructuring under which it directly holds the shares of メビウス that had been held by ETERNAL prior to the transfer.

Worth reading
36Immaterial
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
4000240
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Share Transfers
Counterparty株式会社保険見直し本舗グループ
Disclosing companyTokai Tokyo Financial Holdings,Inc.
株式会社 ETERNALVoting rights ownership percentageNumber of shares acquired 4,000,240 shares (number of shares transferred and number of voting rights: 4,000,240)

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

Execution Date / Effective Date31 March 2026 (completion of the share transfer procedures)
Target company

Life and non-life insurance agency business

Location Chuo-ku, Kobe, Hyogo PrefectureShare capital ¥50 millionDate of incorporation July 2005
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations under the share transfer agreement
Impact on Business Performance

The impact on the Company's consolidated results is expected to be immaterial. If any matter requiring disclosure arises in the future, the Company will promptly disclose it.

Procedures and assumptions
Valuation methodologyNegotiations with the counterparty following a fair process, taking into comprehensive consideration the target company's most recent results and financial condition, its future earnings outlook and other factors
This transaction
ItemDetails
Transaction nameShare Transfers
Counterparty name株式会社保険見直し本舗グループ
Name of the Subject Company株式会社 ETERNAL
Business Description of the Subject CompanyLife and non-life insurance agency business
Location of the Subject CompanyChuo-ku, Kobe, Hyogo Prefecture
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject CompanyJuly 2005
Acquisition priceNot disclosed due to confidentiality obligations under the share transfer agreement
Number of shares acquired4,000,240 shares (number of shares transferred and number of voting rights: 4,000,240)
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact on the Company's consolidated results is expected to be immaterial. If any matter requiring disclosure arises in the future, the Company will promptly disclose it.
Execution Date / Effective Date31 March 2026 (completion of the share transfer procedures)
Valuation methodologyNegotiations with the counterparty following a fair process, taking into comprehensive consideration the target company's most recent results and financial condition, its future earnings outlook and other factors
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 CompanyExpenses 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)Date of board resolutionContract DateIndependent 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 Company determined that, in addition to pursuing greater efficiency in the allocation of management resources and optimizing its business portfolio, collaborating with 株式会社保険見直し本舗グループ, which operates diverse sales channels including in-person insurance shops, door-to-door sales and web-based sales, would be the best choice for maximizing the value provided to ETERNAL's customers and supporting the Company's future business expansion, with a view to ETERNAL's further development.

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.
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Notice Regarding Change in Consolidated Subsidiary (Share Transfer) | Tokai Tokyo Financial Holdings,Inc. (8616) timely disclosure | Komori