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

Notice Regarding the Change in Consolidated Subsidiary (Share Transfer)

Tokai Tokyo Financial Holdings, Inc. has decided to transfer all 955,000 shares of CHEER証券, which it owns 100%, to Singapore-based Toss Global. Following the transfer, CHEER証券 will no longer be a consolidated subsidiary of the Company.

Worth reading
37Immaterial
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
100
% (all shares)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share transfer
CounterpartyToss Global Pte. Ltd.
Disclosing companyTokai Tokyo Financial Holdings,Inc.
CHEER証券株式会社Voting rights ownership percentageNumber of shares acquired 955,000 shares (number of voting rights: 955,000)

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 DateThe transfer is scheduled to be completed promptly once the necessary procedures are in place
Target company

Financial instrument trading business

Location Chuo-ku, TokyoShare capital ¥100 millionDate of incorporation 8 November 2019
Consideration and expenses
Acquisition priceNot disclosed in light of the 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 matters requiring disclosure arise in the future, the Company will promptly announce them.

Procedures and assumptions
Valuation methodologyDetermined through comprehensive consideration of negotiations with the counterparty following a fair process, the target company's recent results and financial condition, and its future earnings outlook, among other factors
Conditions Precedent to ExecutionCompletion of the necessary procedures
Management structure after acquisitionThere will be no change to CHEER証券's legal identity or status as a financial instruments business operator, and the transfer will have no effect on customers' transactions. The corporate name, representative, and treatment of employees are not disclosed
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameToss Global Pte. Ltd.
Name of the Subject CompanyCHEER証券株式会社
Business Description of the Subject CompanyFinancial instrument trading business
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company8 November 2019
Acquisition priceNot disclosed in light of the confidentiality obligations under the share transfer agreement
Number of shares acquired955,000 shares (number of voting rights: 955,000)
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 matters requiring disclosure arise in the future, the Company will promptly announce them.
Execution Date / Effective DateThe transfer is scheduled to be completed promptly once the necessary procedures are in place
Valuation methodologyDetermined through comprehensive consideration of negotiations with the counterparty following a fair process, the target company's recent results and financial condition, and its future earnings outlook, among other factors
Conditions Precedent to ExecutionCompletion of the necessary procedures
Management structure after acquisitionThere will be no change to CHEER証券's legal identity or status as a financial instruments business operator, and the transfer will have no effect on customers' transactions. The corporate name, representative, and treatment of employees are not disclosed
Items this document does not state (17)
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 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.

The transfer is intended to optimize management resources and advance the selection and concentration of the business portfolio. The Company also determined that collaboration with the Viva Republica Group would maximize the value provided to CHEER証券's customers and contribute to the company's future business expansion.

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