Komori
M&A and Subsidiary Changes8876Relo Group,Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in ATIV Medical Pte. Ltd. and Its Conversion into a Subsidiary

リログループ decided to acquire 242,910,000 shares of Singapore-based ATIV Medical and make it a subsidiary in which it will hold 90.0% of the voting rights. The acquisition price is ¥1,620 million, and the total amount including advisory fees and other costs is approximately ¥1,680 million.

Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
1680
¥ million (approximate total amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartySEKAISHA Co., Ltd., としすみ Co., Ltd., Fujii Tatsuki (藤井 達樹), Other transferors (1 company and 2 individuals; names not stated in the document)
Disclosing companyRelo Group,Inc.
ATIV Medical Pte. Ltd.Voting rights ownership percentageNumber of shares acquired 242,910,000 shares (number of voting rights: 242,910,000)

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

Management consulting services for medical institutions

Location SingaporeShare capital 2,614,370 SGDDate of incorporation 11 April 2022
Net SalesSGD 10,965,919 (fiscal year ended March 2026)
Operating profitSGD 1,458,813 (fiscal year ended March 2026)
Net income for the current fiscal yearSGD 1,154,139 (fiscal year ended March 2026)
Net assetsSGD 3,943,746 (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceATIV Medical ordinary shares: ¥1,620 million
Expenses other than the acquisition price¥60 million in advisory fees and other costs (estimated)
Impact on Business Performance

Currently under review. However, the Company believes the transaction will contribute to improved performance.

Procedures and assumptions
Management structure after acquisitionThe policy is to combine the strengths of the two companies and improve the quality of services for overseas assignees. The trade name, representative and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameSEKAISHA Co., Ltd., としすみ Co., Ltd., Fujii Tatsuki (藤井 達樹), Other transferors (1 company and 2 individuals; names not stated in the document)
Name of the Subject CompanyATIV Medical Pte. Ltd.
Business Description of the Subject CompanyManagement consulting services for medical institutions
Location of the Subject CompanySingapore
Capital Stock of the Subject Company2,614,370 SGD
Date of Establishment of the Subject Company11 April 2022
Net Sales of the Subject CompanySGD 10,965,919 (fiscal year ended March 2026)
Operating Profit of the Subject CompanySGD 1,458,813 (fiscal year ended March 2026)
Net Income of the Subject CompanySGD 1,154,139 (fiscal year ended March 2026)
Net Assets of the Subject CompanySGD 3,943,746 (fiscal year ended March 2026)
Acquisition priceATIV Medical ordinary shares: ¥1,620 million
Expenses other than the acquisition price¥60 million in advisory fees and other costs (estimated)
Number of shares acquired242,910,000 shares (number of voting rights: 242,910,000)
Voting rights ownership percentageBefore 0% → after 90.0%
Impact on Business PerformanceCurrently under review. However, the Company believes the transaction will contribute to improved performance.
Contract Date20 October 2026
Execution Date / Effective Date30 October 2026 (scheduled)
Management structure after acquisitionThe policy is to combine the strengths of the two companies and improve the quality of services for overseas assignees. The trade name, representative and treatment of employees are not disclosed.
Items this document does not state (13)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent 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.

To connect the overseas assignment support business with ATIV Medical's medical services and create a service network covering the period from before an overseas assignment through life in the destination country, thereby generating customer-referral synergies and improving corporate value and the quality of services for overseas assignees.

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 Shares in ATIV Medical Pte. Ltd. and Its Conversion into a Subsidiary | Relo Group,Inc. (8876) timely disclosure | Komori