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

Notice Regarding the Execution of a Basic Agreement on the Transfer of Shares Resulting in a Change in a Consolidated Subsidiary

The Company has reached a basic agreement to transfer its remaining 49% stake in its consolidated subsidiary ネクスト・セキュリティ株式会社 to ReYuu Japan Inc., with the aim of removing the company from the scope of consolidation. The indicative transfer price is ¥254.8 million, but this may change depending on the results of the due diligence and future discussions.

Worth reading
55In focus
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
254800
Thousand yen (planned)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Share transfer
CounterpartyReYuu Japan Inc.
Disclosing companyabc Co.,Ltd.
ネクスト・セキュリティ株式会社Voting rights ownership percentageNumber of shares acquired 29,400 shares (number of voting rights: 29,400)

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

Date of board resolution1 July 2026
Contract Date1 July 2026
Execution Date / Effective DateLate July 2026 (planned)
Target company

Sale of cybersecurity solutions Cybersecurity consulting Development, implementation and operational support for cybersecurity environments

Location Minato-ku, TokyoShare capital ¥20 millionDate of incorporation 7 December 2015
Net Sales¥409 million (fiscal year ended March 2026)
Operating profit¥81 million (fiscal year ended March 2026)
Net income for the current fiscal year¥54 million (fiscal year ending March 2026)
Net assets¥170 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥254.8 million (planned)
Type of ConsiderationCash
Impact on Business Performance

The impact of this transaction is currently under review

Procedures and assumptions
Valuation methodologyCalculated based on estimated values derived from the target company’s financial information and other data, including an EV/EBITDA multiple of 5.2x
Conditions Precedent to ExecutionThe results of the due diligence to be conducted and discussions toward execution of the definitive agreement. The basic agreement does not unconditionally obligate the parties to execute the definitive agreement or complete the share transfer under this transaction
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameReYuu Japan Inc.
Name of the Subject Companyネクスト・セキュリティ株式会社
Business Description of the Subject CompanySale of cybersecurity solutions Cybersecurity consulting Development, implementation and operational support for cybersecurity environments
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥20 million
Date of Establishment of the Subject Company7 December 2015
Net Sales of the Subject Company¥409 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥81 million (fiscal year ended March 2026)
Net Income of the Subject Company¥54 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥170 million (fiscal year ending March 2026)
Acquisition price¥254.8 million (planned)
Type of ConsiderationCash
Number of shares acquired29,400 shares (number of voting rights: 29,400)
Voting rights ownership percentageBefore 49.0% → after 0.0%
Impact on Business PerformanceThe impact of this transaction is currently under review
Date of board resolution1 July 2026
Contract Date1 July 2026
Execution Date / Effective DateLate July 2026 (planned)
Valuation methodologyCalculated based on estimated values derived from the target company’s financial information and other data, including an EV/EBITDA multiple of 5.2x
Conditions Precedent to ExecutionThe results of the due diligence to be conducted and discussions toward execution of the definitive agreement. The basic agreement does not unconditionally obligate the parties to execute the definitive agreement or complete the share transfer under this transaction
Items this document does not state (11)
Expenses 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 CommitteeManagement 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.

To optimize the business portfolio and focus and allocate management resources selectively. In addition, transferring the shares to ReYuu Japan Inc., which has a strong corporate customer base, is intended to strengthen the business foundation of ネクスト・セキュリティ株式会社, while enabling the Company to focus on growth businesses and improve capital efficiency.

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 Execution of a Basic Agreement on the Transfer of Shares Resulting in a Change in a Consolidated Subsidiary | abc Co.,Ltd. (8783) timely disclosure | Komori