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

(Progress on Disclosed Matter) Notice Regarding Completion of the Acquisition of Shares in 株式会社北浜リアルティ (formerly アーク不動産株式会社) Involving a Company Split, and Changes in Directors and Other Officers

The acquisition of shares in 株式会社北浜リアルティ (formerly アーク不動産株式会社), announced on 19 March 2026, has been completed, and the company has become a consolidated subsidiary. In addition, its corporate name was changed and changes were made to its directors and corporate auditors.

Worth reading
61In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
11124
¥ million (total acquisition price)
Wording
Definitive
How definitive the wording is.

This transaction

Acquisition of Shares in 株式会社北浜リアルティ (formerly アーク不動産株式会社) Involving a Company Split (Making It a Consolidated Subsidiary)
Disclosing companyES-CON JAPAN Ltd.
株式会社北浜リアルティVoting rights ownership percentageNumber of shares acquired 1,800 shares; number of voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date30 October 2026
Target company

Real estate sales, leasing, brokerage, property management and related activities

Location Chuo-ku, OsakaShare capital ¥90 millionDate of incorporation 17 October 1995
Consideration and expenses
Acquisition price¥11,088 million
Expenses other than the acquisition price¥36 million
Type of ConsiderationCash
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
Valuation methodologyCalculation based on the fair-value net asset amount, reflecting the fair value of the real estate held by the company. Real estate due diligence and an engineering report prepared by an external research organization were used
Independent valuation institutionExternal research organization (name: Not disclosed)
Management structure after acquisitionOn 1 August 2026, the corporate name will change from アーク不動産株式会社 to 株式会社北浜リアルティ. Komatsu Yoshiaki (小松禎明) will become Representative Director, Ito Takatoshi (伊藤貴俊), Nakanishi Minoru (中西稔) and Takada Bunzo (髙田文三) will become Directors, and Suzuki Hiroyuki (鈴木裕之) will become Corporate Auditor. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of Shares in 株式会社北浜リアルティ (formerly アーク不動産株式会社) Involving a Company Split (Making It a Consolidated Subsidiary)
Name of the Subject Company株式会社北浜リアルティ
Business Description of the Subject CompanyReal estate sales, leasing, brokerage, property management and related activities
Location of the Subject CompanyChuo-ku, Osaka
Capital Stock of the Subject Company¥90 million
Date of Establishment of the Subject Company17 October 1995
Acquisition price¥11,088 million
Expenses other than the acquisition price¥36 million
Type of ConsiderationCash
Number of shares acquired1,800 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 0% → after 100%
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
Execution Date / Effective Date30 October 2026
Valuation methodologyCalculation based on the fair-value net asset amount, reflecting the fair value of the real estate held by the company. Real estate due diligence and an engineering report prepared by an external research organization were used
Independent valuation institutionExternal research organization (name: Not disclosed)
Management structure after acquisitionOn 1 August 2026, the corporate name will change from アーク不動産株式会社 to 株式会社北浜リアルティ. Komatsu Yoshiaki (小松禎明) will become Representative Director, Ito Takatoshi (伊藤貴俊), Nakanishi Minoru (中西稔) and Takada Bunzo (髙田文三) will become Directors, and Suzuki Hiroyuki (鈴木裕之) will become Corporate Auditor. Employee treatment: Not disclosed
Items this document does not state (16)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateSpecial 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 acquisition price was determined based on the fair-value net asset amount, which reflected the fair value of the real estate held by the company. A financial due diligence review confirmed that there were no significant concerns regarding net assets. Based on the fair-value assessment of the principal real estate using real estate due diligence and an engineering report prepared by an external research organization, the acquisition price was determined to be fair and reasonable.

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(Progress on Disclosed Matter) Notice Regarding Completion of the Acquisition of Shares in 株式会社北浜リアルティ (formerly アーク不動産株式会社) Involving a Company Split, and Changes in Directors and Other Officers | ES-CON JAPAN Ltd. (8892) timely disclosure | Komori