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Share Issuance and Disposal8783abc Co.,Ltd.Financials (excluding banks)

Notice Regarding the Acquisition of Far East Innovators Co., Ltd. as a Subsidiary through a Share Delivery (Simplified Share Delivery)

abc株式会社 will acquire 6,885 shares from 6 existing shareholders of Far East Innovators, making the company a subsidiary in which abc株式会社 will hold a 51.0% stake. As consideration, abc株式会社 will issue its common shares. The minimum number of new shares to be issued is 764,235, and the expected dilution rate is 1.84%.

Worth reading
59In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1.84
% (dilution rate)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a share delivery

発行・処分する株式数764,235Shares

764,235 common shares (minimum number of new shares to be issued)

Intended allottee
Category 6 existing shareholders of FEI / Number of Shares Not disclosed
Total issue value

More than ¥10 million and less than ¥100 million

Amount of funds to be raised
No cash consideration. Estimated net proceeds: Not disclosed
Existing Shares and Increase
+1.84%Rate of increase
41,618,119 shares42,382,354Shares

1.84% (expected)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
Not applicable (no stock acquisition rights will be issued)
Number of Stock Acquisition Rights
Not applicable (no stock acquisition rights will be issued)
Categories and Number of Persons Covered
6 existing shareholders of FEI. The number of shares allocated to each shareholder is Not disclosed.
Intended allottee's holding policy
There is no agreement requiring continued ownership, but the shareholders intend to hold the shares over the medium to long term. It has been confirmed that they may sell the shares if corporate value and the share price rise.
Basis for determining the amount to be paid
The share delivery ratio was determined with reference to the valuation performed by TFA, an independent third-party valuation institution. abc株式会社's shares were valued at ¥65–¥123 under the market price method, based on the closing price and the one-, three- and six-month volume-weighted average prices as of the valuation date of 20 August 2026. FEI's shares were valued at ¥6,613–¥8,083 under the discounted cash flow method. The calculated share delivery ratio ranged from 53.77 to 124.35, and the actual ratio is 1:111. The discount or premium rate is Not disclosed.
Procedures under the Corporate Code of Conduct
An appraisal report on the share delivery ratio was obtained on 20 August 2026 from Tokyo Financial Advisors Co., Ltd., an independent third-party valuation institution. As this is a simplified share delivery, shareholder approval is not expected to be required.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending August 2026 and the fiscal year ending August 2027 and beyond is currently under review, and details will be disclosed promptly once known. The amount of goodwill or negative goodwill to be recognized has also not been determined at this time.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a share delivery
Number of shares to be issued or disposed of764,235 common shares (minimum number of new shares to be issued)
Total issue valueMore than ¥10 million and less than ¥100 million
Amount of funds to be raisedNo cash consideration. Estimated net proceeds: Not disclosed
Intended allotteeCategory 6 existing shareholders of FEI / Number of Shares Not disclosed
Intended allottee's holding policyThere is no agreement requiring continued ownership, but the shareholders intend to hold the shares over the medium to long term. It has been confirmed that they may sell the shares if corporate value and the share price rise.
Dilution Rate1.84% (expected)
Total number of issued shares41,618,119 shares (as of 6 July 2026) → At least 42,382,354 shares (assuming the minimum number of new shares is added to the number of shares outstanding before the issuance)(1.84% (expected))
Basis for determining the amount to be paidThe share delivery ratio was determined with reference to the valuation performed by TFA, an independent third-party valuation institution. abc株式会社's shares were valued at ¥65–¥123 under the market price method, based on the closing price and the one-, three- and six-month volume-weighted average prices as of the valuation date of 20 August 2026. FEI's shares were valued at ¥6,613–¥8,083 under the discounted cash flow method. The calculated share delivery ratio ranged from 53.77 to 124.35, and the actual ratio is 1:111. The discount or premium rate is Not disclosed.
Exercise priceNot applicable (no stock acquisition rights will be issued)
Number of Stock Acquisition RightsNot applicable (no stock acquisition rights will be issued)
Categories and Number of Persons Covered6 existing shareholders of FEI. The number of shares allocated to each shareholder is Not disclosed.
Procedures under the Corporate Code of ConductAn appraisal report on the share delivery ratio was obtained on 20 August 2026 from Tokyo Financial Advisors Co., Ltd., an independent third-party valuation institution. As this is a simplified share delivery, shareholder approval is not expected to be required.
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending August 2026 and the fiscal year ending August 2027 and beyond is currently under review, and details will be disclosed promptly once known. The amount of goodwill or negative goodwill to be recognized has also not been determined at this time.
Items this document does not state (14)
Issue price and disposal priceEstimated issuance expensesSpecific use of fundsPayment dateExercise periodTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 transaction is intended to create synergies with the new media and live-event businesses, incorporate influencer marketing and IP monetization capabilities, monetize existing IP and events, and strengthen the recurring-revenue base through store-oriented SaaS. Another reason is to share incentives with FEI's founders and key members to enhance corporate value over the medium to long term while limiting cash outflows.

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 Acquisition of Far East Innovators Co., Ltd. as a Subsidiary through a Share Delivery (Simplified Share Delivery) | abc Co.,Ltd. (8783) timely disclosure | Komori