Komori
M&A and Subsidiary Changes8783abc Co.,Ltd.Financials (excluding banks)

Notice Concerning a Change in an Equity-Method Affiliate (Share Transfer)

The Company will transfer all of its 35.99% stake in equity-method affiliate 株式会社ルミライズ to JOHN CHI CHONG FOU (ジョン・フー) and remove the company from the Company’s group.

Worth reading
48Recurring
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
35.99
% (percentage of voting rights held)
Wording
Definitive
How definitive the wording is.

This transaction

Share transfer
CounterpartyJOHN CHI CHONG FOU (ジョン・フー)
Disclosing companyabc Co.,Ltd.
株式会社ルミライズVoting rights ownership percentageNumber of shares acquired 2,498 shares; number of voting rights: Not disclosed (voting rights ownership ratio: 35.99%)

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.
Target company

Development of new regenerative medicine methods using dedifferentiated fat cells Development of new regenerative medicine methods for animals Cell development, culture and management business

Location Ishibashi Building 506, 2-6-2 Shinkawa, Chuo-ku, TokyoShare capital ¥347 millionDate of incorporation 24 November 2021
Net Sales¥22.456 million (fiscal year ended April 2025)
Operating profitOperating loss of ¥115.809 million (fiscal year ended April 2025)
Net income for the current fiscal yearNet loss of ¥118.183 million (fiscal year ended April 2025)
Net assetsNet assets of ¥163.561 million (fiscal year ended April 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty.
Impact on Business Performance

The impact of this share transfer on the Company’s consolidated results will be minor. If any matter requiring disclosure arises in the future, the Company will promptly announce it.

Procedures and assumptions
Valuation methodologyDetermined through discussions between the two companies
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameJOHN CHI CHONG FOU (ジョン・フー)
Name of the Subject Company株式会社ルミライズ
Business Description of the Subject CompanyDevelopment of new regenerative medicine methods using dedifferentiated fat cells Development of new regenerative medicine methods for animals Cell development, culture and management business
Location of the Subject CompanyIshibashi Building 506, 2-6-2 Shinkawa, Chuo-ku, Tokyo
Capital Stock of the Subject Company¥347 million
Date of Establishment of the Subject Company24 November 2021
Net Sales of the Subject Company¥22.456 million (fiscal year ended April 2025)
Operating Profit of the Subject CompanyOperating loss of ¥115.809 million (fiscal year ended April 2025)
Net Income of the Subject CompanyNet loss of ¥118.183 million (fiscal year ended April 2025)
Net Assets of the Subject CompanyNet assets of ¥163.561 million (fiscal year ended April 2025)
Acquisition priceNot disclosed at the request of the counterparty.
Number of shares acquired2,498 shares; number of voting rights: Not disclosed (voting rights ownership ratio: 35.99%)
Voting rights ownership percentageBefore 35.99% → after 0%
Impact on Business PerformanceThe impact of this share transfer on the Company’s consolidated results will be minor. If any matter requiring disclosure arises in the future, the Company will promptly announce it.
Date of board resolution26 May 2026
Contract Date26 May 2026
Execution Date / Effective Date28 May 2026
Valuation methodologyDetermined through discussions between the two companies
Items this document does not state (13)
Expenses 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)Independent 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 transfer is intended to optimize the business portfolio, promote the selection and concentration of management resources, and concentrate those resources on the financial services business and Web3-related business. It is also intended to eliminate future uncertainty in light of 株式会社ルミライズ’s performance falling below the initial plan, its operating loss trend, and future business risks.

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 Concerning a Change in an Equity-Method Affiliate (Share Transfer) | abc Co.,Ltd. (8783) timely disclosure | Komori