Komori
M&A and Subsidiary Changes9342Sumasapo Inc.Information and Communications, Services and Others

Notice Concerning the Acquisition of Shares (Making a Company a Subsidiary) and Change in a Specified Subsidiary

We will acquire 100% of the issued shares of 株式会社トレードワン and make it a consolidated subsidiary. As a result, 株式会社ワカマツ, which is wholly owned by 株式会社トレードワン, is also expected to become our second-tier subsidiary.

Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
786
¥ million (estimated amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
CounterpartyGCJ Growth No. 5 Investment Limited Partnership, Wakamatsu Shigetaka (若松 繁隆)
Disclosing companySumasapo Inc.
株式会社トレードワンVoting rights ownership percentageNumber of shares acquired 11,111 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.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Planning and sale of household goods

Location Ama, Aichi PrefectureShare capital ¥37 millionDate of incorporation September 1990
Net Sales¥2,049 million (fiscal year ended February 2026)
Operating profit¥126 million (fiscal year ended February 2026)
Net income for the current fiscal year¥97 million (fiscal year ended February 2026)
Net assets¥404 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition price¥742 million for the target company’s common shares (¥786 million in total, approximate amount)
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥44 million
Type of ConsiderationCash
Funding arrangementsThe company plans to fund the acquisition with borrowings from financial institutions.
Impact on Business Performance

The impact of this transaction on the company’s consolidated results for the fiscal year ending September 2026 is currently under review. If the company determines that a revision to its earnings forecast is necessary, it will complete its review and disclose the revision promptly.

Procedures and assumptions
Valuation methodologyDue diligence by external experts and valuation by a third-party institution, among other methods
Management structure after acquisitionFrom 7 September 2026, 株式会社トレードワン is expected to become our consolidated subsidiary and 株式会社ワカマツ our second-tier subsidiary. The corporate name, representative and treatment of employees have not been disclosed.
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Counterparty nameGCJ Growth No. 5 Investment Limited Partnership, Wakamatsu Shigetaka (若松 繁隆)
Name of the Subject Company株式会社トレードワン
Business Description of the Subject CompanyPlanning and sale of household goods
Location of the Subject CompanyAma, Aichi Prefecture
Capital Stock of the Subject Company¥37 million
Date of Establishment of the Subject CompanySeptember 1990
Net Sales of the Subject Company¥2,049 million (fiscal year ended February 2026)
Operating Profit of the Subject Company¥126 million (fiscal year ended February 2026)
Net Income of the Subject Company¥97 million (fiscal year ended February 2026)
Net Assets of the Subject Company¥404 million (fiscal year ended February 2026)
Acquisition price¥742 million for the target company’s common shares (¥786 million in total, approximate amount)
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥44 million
Type of ConsiderationCash
Number of shares acquired11,111 shares (number of voting rights not disclosed)
Voting rights ownership percentageBefore 0% → after 100%
Funding arrangementsThe company plans to fund the acquisition with borrowings from financial institutions.
Impact on Business PerformanceThe impact of this transaction on the company’s consolidated results for the fiscal year ending September 2026 is currently under review. If the company determines that a revision to its earnings forecast is necessary, it will complete its review and disclose the revision promptly.
Date of board resolution7 August 2026
Contract Date7 August 2026
Execution Date / Effective Date7 September 2026 (予定)
Valuation methodologyDue diligence by external experts and valuation by a third-party institution, among other methods
Management structure after acquisitionFrom 7 September 2026, 株式会社トレードワン is expected to become our consolidated subsidiary and 株式会社ワカマツ our second-tier subsidiary. The corporate name, representative and treatment of employees have not been disclosed.
Items this document does not state (9)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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 company aims to develop a new D2C business by combining access to resident customers through “totono” with 株式会社トレードワン’s manufacturing, product planning and procurement capabilities. It also plans to improve residents’ convenience, expand housing-related services and strengthen its earnings base by proposing products and sharing sales data.

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 Concerning the Acquisition of Shares (Making a Company a Subsidiary) and Change in a Specified Subsidiary | Sumasapo Inc. (9342) timely disclosure | Komori