Komori
M&A and Subsidiary Changes9249Japan Ecosystem Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Execution of a Share Transfer Agreement for the Acquisition of Shares (Bringing a Company into the Group)

We will acquire all 192 shares of 大鐘測量設計 and make the company a consolidated group company. This will expand our surveying and construction consulting operations in the transportation infrastructure sector.

Worth reading
48Recurring
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
100
% (voting rights ownership interest after the change)
Wording
Conditional
How definitive the wording is.

This transaction

Share acquisition (addition to the group)
CounterpartyOgane Shotaro (大鐘祥太郎), 6 other individual shareholders (names not disclosed)
Disclosing companyJapan Ecosystem Co.,Ltd.
大鐘測量設計株式会社Voting rights ownership percentageNumber of shares acquired 192 shares (number of voting rights: 192)

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 resolution1 April 2026
Contract Date1 April 2026
Execution Date / Effective Date1 April 2026
Target company

Comprehensive construction consulting

Location 31-10 Chuocho, Shimada, Shizuoka PrefectureShare capital ¥10 millionDate of incorporation July 1974
Net Sales¥605 million (fiscal year ended June 2025)
Operating profit¥96 million (fiscal year ended June 2025)
Net income for the current fiscal year¥38 million (fiscal year ended June 2025)
Net assets¥717 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty.
Impact on Business Performance

As a result of this share acquisition, 大鐘測量設計 will become our consolidated group company from the third quarter of the fiscal year ending September 2026. If we determine that a revision to our earnings forecasts is necessary, we will promptly disclose the impact on future results.

Procedures and assumptions
Management structure after acquisition大鐘測量設計 will become our consolidated group company from the third quarter of the fiscal year ending September 2026. No changes to the company name, representative, or treatment of employees have been disclosed.
This transaction
ItemDetails
Transaction nameShare acquisition (addition to the group)
Counterparty nameOgane Shotaro (大鐘祥太郎), 6 other individual shareholders (names not disclosed)
Name of the Subject Company大鐘測量設計株式会社
Business Description of the Subject CompanyComprehensive construction consulting
Location of the Subject Company31-10 Chuocho, Shimada, Shizuoka Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject CompanyJuly 1974
Net Sales of the Subject Company¥605 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥96 million (fiscal year ended June 2025)
Net Income of the Subject Company¥38 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥717 million (fiscal year ended June 2025)
Acquisition priceNot disclosed at the request of the counterparty.
Number of shares acquired192 shares (number of voting rights: 192)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceAs a result of this share acquisition, 大鐘測量設計 will become our consolidated group company from the third quarter of the fiscal year ending September 2026. If we determine that a revision to our earnings forecasts is necessary, we will promptly disclose the impact on future results.
Date of board resolution1 April 2026
Contract Date1 April 2026
Execution Date / Effective Date1 April 2026
Management structure after acquisition大鐘測量設計 will become our consolidated group company from the third quarter of the fiscal year ending September 2026. No changes to the company name, representative, or treatment of employees have been disclosed.
Items this document does not state (13)
Expenses 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.

The purpose is to expand engineering services in the transportation infrastructure business and broaden the scope of our comprehensive construction consulting operations. We expect to make mutual use of existing customers with group companies, expand the scale and scope of projects we can undertake, and secure personnel and drive business growth by developing engineers and supporting their acquisition of professional qualifications.

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 Acquisition of Shares (Bringing a Company into the Group) | Japan Ecosystem Co.,Ltd. (9249) timely disclosure | Komori