Komori
M&A and Subsidiary Changes8892ES-CON JAPAN Ltd.Real Estate

(Update on Previously Disclosed Matter) Notice of Completion of the Acquisition of Shares in Montedio Yamagata Co., Ltd. (Making It a Consolidated Subsidiary)

ES-CON JAPAN Ltd. completed the acquisition of 98 shares in 株式会社モンテディオ山形 and its conversion into a consolidated subsidiary, holding 98.0% of the voting rights, on 1 July 2026. The execution date changed from 30 June, as originally scheduled, to 1 July.

Worth reading
50Recurring
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
111
¥ million
Wording
Definitive
How definitive the wording is.

This transaction

Acquisition of shares in 株式会社モンテディオ山形 (conversion into a consolidated subsidiary)
Disclosing companyES-CON JAPAN Ltd.
株式会社モンテディオ山形Voting rights ownership percentageNumber of shares acquired 98 shares (98 voting rights)

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

1. Businesses that contribute to raising sports awareness among residents of the prefecture 2. Designated management of Yamagata Prefectural General Sports Park and other facilities 3. Planning of new businesses 4. All businesses incidental to the foregoing

Location Yamagata City, Yamagata PrefectureShare capital ¥10 millionDate of incorporation 29 August 2013
Net Sales¥3,154 million (fiscal year ended January 2026)
Operating profit¥210 million (fiscal year ended January 2026)
Net assets¥366 million (fiscal year ended January 2026)
Consideration and expenses
Acquisition price¥111 million
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 has already been incorporated into the consolidated earnings forecast for the fiscal year ending March 2027 announced on 24 April 2026.

Procedures and assumptions
Management structure after acquisitionThe Representative Director and President is Aida Kentaro (相田 健太郎). The Company has dispatched 3 directors to the company.
This transaction
ItemDetails
Transaction nameAcquisition of shares in 株式会社モンテディオ山形 (conversion into a consolidated subsidiary)
Name of the Subject Company株式会社モンテディオ山形
Business Description of the Subject Company1. Businesses that contribute to raising sports awareness among residents of the prefecture 2. Designated management of Yamagata Prefectural General Sports Park and other facilities 3. Planning of new businesses 4. All businesses incidental to the foregoing
Location of the Subject CompanyYamagata City, Yamagata Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company29 August 2013
Net Sales of the Subject Company¥3,154 million (fiscal year ended January 2026)
Operating Profit of the Subject Company¥210 million (fiscal year ended January 2026)
Net Assets of the Subject Company¥366 million (fiscal year ended January 2026)
Acquisition price¥111 million
Number of shares acquired98 shares (98 voting rights)
Voting rights ownership percentageBefore 0% → after 98.0%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 has already been incorporated into the consolidated earnings forecast for the fiscal year ending March 2027 announced on 24 April 2026.
Date of board resolution26 February 2026
Contract Date26 February 2026
Execution Date / Effective Date1 July 2026
Management structure after acquisitionThe Representative Director and President is Aida Kentaro (相田 健太郎). The Company has dispatched 3 directors to the company.
Items this document does not state (15)
Counterparty nameNet Income of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 leverage the expertise in community development centered on sports facilities that the Company has developed and pursue sustainable community development by integrating stadium development and club operations.

How to read this page

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(Update on Previously Disclosed Matter) Notice of Completion of the Acquisition of Shares in Montedio Yamagata Co., Ltd. (Making It a Consolidated Subsidiary) | ES-CON JAPAN Ltd. (8892) timely disclosure | Komori