Komori
M&A and Subsidiary Changes8789FinTech Global IncorporatedFinancials (excluding banks)

Notice Regarding the Change in Subsidiary Status (Share Transfer) and Recognition of Extraordinary Income and Loss

The majority of the shares in ムーミン物語 held by the Company and its consolidated subsidiary メッツァ2号 were divested through the acquisition of treasury shares by ムーミン物語 and the gratuitous transfer of shares to the licensor. The Company's voting rights ownership ratio will decrease from 84.64% to 14.98%, and ムーミン物語 and other entities will be excluded from the scope of consolidation.

Worth reading
76Important
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
69.66
percentage points of voting rights ownership
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Share transfer (including the acquisition of treasury shares by ムーミン物語)
Counterparty株式会社ムーミン物語, Moomin Characters Oy Ltd, R&B Licensing AB
Disclosing companyFinTech Global Incorporated
株式会社ムーミン物語Voting rights ownership percentageNumber of shares acquired 16,969 shares and 16,969 voting rights (the portion acquired as treasury shares by ムーミン物語). Separately, 100 shares were transferred gratuitously to the licensor group.

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 resolution26 March 2026
Contract Date26 March 2026
Execution Date / Effective Date26 March 2026 (share transfer completed)
Target company

Theme park business

Location Hanno, Saitama PrefectureShare capital ¥50 millionDate of incorporation 11 November 2013
Net Sales¥2,593 million (fiscal year ended March 2025)
Operating profit¥38 million (fiscal year ended March 2025)
Net income for the current fiscal year−¥352 million (fiscal year ended March 2025)
Net assets−¥334 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥0 (the transfer price to the licensor and the price paid by ムーミン物語 for the acquisition of its treasury shares)
Type of ConsiderationNone (without consideration)
Amount of extraordinary income (loss)The Company expects to recognize approximately ¥1.5 billion in extraordinary income for the fiscal year ending September 2026 in both its consolidated and non-consolidated financial statements, and a loss on the sale of shares in an affiliated company of ¥500–600 million as an extraordinary loss in its consolidated financial statements for the fiscal year ending September 2026.
Impact on Business Performance

The impact on consolidated results for the fiscal year ending September 2026 is still under review and has not been determined. From the third quarter of the fiscal year ending September 2026, the results of the consolidated subsidiary will no longer be included in consolidated results. Property, plant and equipment of ¥4.4 billion and interest-bearing debt of ¥5.6 billion are expected to be taken off balance sheet.

Procedures and assumptions
Valuation methodologyShare valuation conducted by an independent third-party valuation institution (specific valuation method: not disclosed)
Management structure after acquisitionムーミン物語 will focus on operating Moominvalley Park independently under a region-led model as a self-sustaining operating and asset-holding company rooted in the local community. The Company will remain involved in enhancing corporate value as the largest shareholder and will lead the development of the Metsa complex as a whole, reciprocal customer referrals and digital marketing. The corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameShare transfer (including the acquisition of treasury shares by ムーミン物語)
Counterparty name株式会社ムーミン物語, Moomin Characters Oy Ltd, R&B Licensing AB
Name of the Subject Company株式会社ムーミン物語
Business Description of the Subject CompanyTheme park business
Location of the Subject CompanyHanno, Saitama Prefecture
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company11 November 2013
Net Sales of the Subject Company¥2,593 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥38 million (fiscal year ended March 2025)
Net Income of the Subject Company−¥352 million (fiscal year ended March 2025)
Net Assets of the Subject Company−¥334 million (fiscal year ended March 2025)
Acquisition price¥0 (the transfer price to the licensor and the price paid by ムーミン物語 for the acquisition of its treasury shares)
Type of ConsiderationNone (without consideration)
Number of shares acquired16,969 shares and 16,969 voting rights (the portion acquired as treasury shares by ムーミン物語). Separately, 100 shares were transferred gratuitously to the licensor group.
Voting rights ownership percentageBefore 84.64% (the Company: 81.91%; メッツァ2号: 2.73%) → after 14.98% (the Company and メッツァ2号: −)
Amount of extraordinary income (loss)The Company expects to recognize approximately ¥1.5 billion in extraordinary income for the fiscal year ending September 2026 in both its consolidated and non-consolidated financial statements, and a loss on the sale of shares in an affiliated company of ¥500–600 million as an extraordinary loss in its consolidated financial statements for the fiscal year ending September 2026.
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending September 2026 is still under review and has not been determined. From the third quarter of the fiscal year ending September 2026, the results of the consolidated subsidiary will no longer be included in consolidated results. Property, plant and equipment of ¥4.4 billion and interest-bearing debt of ¥5.6 billion are expected to be taken off balance sheet.
Date of board resolution26 March 2026
Contract Date26 March 2026
Execution Date / Effective Date26 March 2026 (share transfer completed)
Valuation methodologyShare valuation conducted by an independent third-party valuation institution (specific valuation method: not disclosed)
Management structure after acquisitionムーミン物語 will focus on operating Moominvalley Park independently under a region-led model as a self-sustaining operating and asset-holding company rooted in the local community. The Company will remain involved in enhancing corporate value as the largest shareholder and will lead the development of the Metsa complex as a whole, reciprocal customer referrals and digital marketing. The corporate name, representative and treatment of employees: not disclosed
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 Company determined that the sustainable growth of Moominvalley Park would be best supported by shifting its operation from a phase led by the Company to a region-led phase involving local companies, municipalities and other parties. Other reasons cited include improving asset efficiency by taking assets and liabilities off balance sheet, reducing impairment risk, creating additional borrowing capacity through a reduction in interest-bearing debt, and strengthening cooperation with the licensor.

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 Subsidiary Status (Share Transfer) and Recognition of Extraordinary Income and Loss | FinTech Global Incorporated (8789) timely disclosure | Komori