Komori
M&A and Subsidiary Changes8848LEOPALACE21 CORPORATIONReal estate

Notice Regarding the Execution of a Share Transfer Agreement for the Transfer of the Silver Business (Share Transfer Involving a Change in a Specified Subsidiary)

レオパレス21 has entered into an agreement to transfer all shares in 2 wholly owned subsidiaries responsible for the Silver Business to AVA6株式会社, a fund-sponsored SPC, for ¥1 each. The share transfer is scheduled to be completed on 30 October 2026, after which the 2 companies will no longer be subsidiaries of the Company.

Worth reading
73In focus
Scored from 4 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1
Yen (for all issued shares of each target company)
Wording
Conditional
How definitive the wording is.

This transaction

The Transaction (transfer of the Silver Business)
CounterpartyAVA6株式会社
Disclosing companyLEOPALACE21 CORPORATION
株式会社アズ・ライフケア, 株式会社アズ・レジデンスSubject of this transactionNumber of shares acquired 株式会社アズ・ライフケア: 64,800 shares transferred, representing 100% of voting rights / 株式会社アズ・レジデンス: 7,640 shares transferred, representing 100% of voting rights. Number of voting rights: Not disclosedVoting rights ownership percentage Before 株式会社アズ・ライフケア 100% / 株式会社アズ・レジデンス 100% → after 株式会社アズ・ライフケア 0.0% / 株式会社アズ・レジデンス 0.0%
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Senior-Care Business, Senior-Care Business

Location Nakano-ku, Tokyo, Nakano-ku, TokyoShare capital ¥100 million, ¥192 millionDate of incorporation 20 December 2013, 25 June 2025
Net Sales¥10,235 million (fiscal year ended March 2026), - thousand yen (fiscal year ended March 2026)
Operating profit-¥374 million (fiscal year ended March 2026, operating loss), -¥28 thousand (fiscal year ended March 2026, operating loss)
Net income for the current fiscal year-¥313 million (fiscal year ended March 2026, net loss), -¥398 thousand (fiscal year ended March 2026, net loss)
Net assets¥1,317 million (fiscal year ended March 2026), ¥1,602 thousand (fiscal year ended March 2026)
Consideration and expenses
Acquisition price株式会社アズ・ライフケア: ¥1 for all issued shares (64,800 shares) / 株式会社アズ・レジデンス: ¥1 for all issued shares (7,640 shares)
Type of ConsiderationCash (transfer price)
Amount of extraordinary income (loss)A special loss is expected to be recognized, but this document does not state the amount or the quarter in which it will be recognized
Impact on Business Performance

A special loss is expected to be recognized in connection with the Transaction. There is no change to the earnings forecast revised on 14 September 2026

This transaction
ItemDetails
Transaction nameThe Transaction (transfer of the Silver Business)
Counterparty nameAVA6株式会社
Name of the Subject Company株式会社アズ・ライフケア, 株式会社アズ・レジデンス
Business Description of the Subject CompanySenior-Care Business, Senior-Care Business
Location of the Subject CompanyNakano-ku, Tokyo, Nakano-ku, Tokyo
Capital Stock of the Subject Company¥100 million, ¥192 million
Date of Establishment of the Subject Company20 December 2013, 25 June 2025
Net Sales of the Subject Company¥10,235 million (fiscal year ended March 2026), - thousand yen (fiscal year ended March 2026)
Operating Profit of the Subject Company-¥374 million (fiscal year ended March 2026, operating loss), -¥28 thousand (fiscal year ended March 2026, operating loss)
Net Income of the Subject Company-¥313 million (fiscal year ended March 2026, net loss), -¥398 thousand (fiscal year ended March 2026, net loss)
Net Assets of the Subject Company¥1,317 million (fiscal year ended March 2026), ¥1,602 thousand (fiscal year ended March 2026)
Acquisition price株式会社アズ・ライフケア: ¥1 for all issued shares (64,800 shares) / 株式会社アズ・レジデンス: ¥1 for all issued shares (7,640 shares)
Type of ConsiderationCash (transfer price)
Number of shares acquired株式会社アズ・ライフケア: 64,800 shares transferred, representing 100% of voting rights / 株式会社アズ・レジデンス: 7,640 shares transferred, representing 100% of voting rights. Number of voting rights: Not disclosed
Voting rights ownership percentageBefore 株式会社アズ・ライフケア 100% / 株式会社アズ・レジデンス 100% → after 株式会社アズ・ライフケア 0.0% / 株式会社アズ・レジデンス 0.0%
Amount of extraordinary income (loss)A special loss is expected to be recognized, but this document does not state the amount or the quarter in which it will be recognized
Impact on Business PerformanceA special loss is expected to be recognized in connection with the Transaction. There is no change to the earnings forecast revised on 14 September 2026
Date of board resolution30 September 2026
Contract Date30 September 2026
Execution Date / Effective Date30 October 2026 (scheduled)
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation methodologyIndependent 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 Company explained that the transfer of all shares in 株式会社アズ・ライフケア and 株式会社アズ・レジデンス to AVA6株式会社 is expected to result in a change in specified subsidiaries. This document does not state a specific business reason for the transfer of the Silver Business.

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 Share Transfer Agreement for the Transfer of the Silver Business (Share Transfer Involving a Change in a Specified Subsidiary) | LEOPALACE21 CORPORATION (8848) timely disclosure | Komori