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

(Progress on Disclosed Matter) Notice of Execution of a Share Transfer Agreement Concerning the Change in Consolidated Subsidiary Status (Share Transfer)

The Company has decided to enter into an agreement to transfer all of 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株式会社. Following completion of the transfer, the company will no longer be a consolidated subsidiary of the Company.

Worth reading
64In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
254898
¥ thousand
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer (change in subsidiary)
CounterpartyReYuu Japan株式会社
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.

TimelineThe spacing between the points is proportional to the actual number of days.
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¥254.898 million
Expenses other than the acquisition priceAdvisory fees: — thousand yen
Type of ConsiderationCash
Impact on Business Performance

Currently under review. If circumstances arise requiring disclosure, the Company will disclose the information promptly.

Procedures and assumptions
Valuation methodologyShare valuation by an independent valuation institution
This transaction
ItemDetails
Transaction nameShare transfer (change in subsidiary)
Counterparty nameReYuu Japan株式会社
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¥254.898 million
Expenses other than the acquisition priceAdvisory fees: — thousand yen
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 PerformanceCurrently under review. If circumstances arise requiring disclosure, the Company will disclose the information promptly.
Date of board resolution31 July 2026
Contract Date31 July 2026
Execution Date / Effective Date31 August 2026 (scheduled)
Valuation methodologyShare valuation by an independent valuation institution
Items this document does not state (11)
Merger 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.

To advance the optimization of the business portfolio and the selective concentration of management resources. The Company also determined that transferring all of the shares to ReYuu Japan株式会社 was the best option for strengthening the business foundation of ネクスト・セキュリティ株式会社 and supporting its future growth.

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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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
(Progress on Disclosed Matter) Notice of Execution of a Share Transfer Agreement Concerning the Change in Consolidated Subsidiary Status (Share Transfer) | abc Co.,Ltd. (8783) timely disclosure | Komori