Komori
M&A and Subsidiary Changes9405ASAHI BROADCASTING GROUP HOLDINGS CORPORATIONInformation and Communications, Services and Others

Notice Concerning Change in Consolidated Subsidiary (Share Transfer)

朝日放送グループホールディングス will transfer 80.05% of the common shares of its consolidated subsidiary 株式会社ABCゴルフ倶楽部 to 信和不動産株式会社. Following the transfer, its voting rights ownership ratio will change from 99.05% to 19.00%, and the company is expected to be excluded from the scope of consolidation.

Worth reading
51Recurring
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
80.05
Voting rights ownership ratio (%)
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
Counterparty信和不動産株式会社
Disclosing companyASAHI BROADCASTING GROUP HOLDINGS CORPORATION
株式会社 ABC ゴルフ倶楽部Voting rights ownership percentageNumber of shares acquired Shares to be transferred: 4,142,400 Class A common shares (voting rights ownership ratio: 80.05%); 0 Class A preferred shares (voting rights ownership ratio: 0%)

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

Operation of the ABC Golf Club golf course

Location Kato, Hyogo PrefectureShare capital ¥100 millionDate of incorporation 23 January 1980
Net Sales¥1,053 million (fiscal year ended March 2026)
Operating profit¥22 million (fiscal year ended March 2026)
Net income for the current fiscal year¥20 million (fiscal year ended March 2026)
Net assets¥4,779 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot disclosed at the request of the transferee
Impact on Business Performance

The impact on the company's consolidated results for the fiscal year ending March 2027 will be immaterial

Procedures and assumptions
Valuation methodologyValuation by an independent third-party institution
Management structure after acquisitionAt present, the parties have agreed on a policy of continuing to operate the golf course under the name "ABC Golf Club." As a shareholder of ABCGC, the company will continue working with 信和不動産株式会社 to enhance ABCGC's corporate value.
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty name信和不動産株式会社
Name of the Subject Company株式会社 ABC ゴルフ倶楽部
Business Description of the Subject CompanyOperation of the ABC Golf Club golf course
Location of the Subject CompanyKato, Hyogo Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company23 January 1980
Net Sales of the Subject Company¥1,053 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥22 million (fiscal year ended March 2026)
Net Income of the Subject Company¥20 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥4,779 million (fiscal year ended March 2026)
Acquisition priceNot disclosed at the request of the transferee
Number of shares acquiredShares to be transferred: 4,142,400 Class A common shares (voting rights ownership ratio: 80.05%); 0 Class A preferred shares (voting rights ownership ratio: 0%)
Voting rights ownership percentageBefore 99.05% (Class A common shares) → after 19.00% (Class A common shares)
Impact on Business PerformanceThe impact on the company's consolidated results for the fiscal year ending March 2027 will be immaterial
Date of board resolution9 November 2026
Contract Date9 November 2026
Execution Date / Effective Date29 January 2027 (scheduled)
Valuation methodologyValuation by an independent third-party institution
Management structure after acquisitionAt present, the parties have agreed on a policy of continuing to operate the golf course under the name "ABC Golf Club." As a shareholder of ABCGC, the company will continue working with 信和不動産株式会社 to enhance ABCGC's corporate value.
Items this document does not state (12)
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)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 purpose is to concentrate management resources on the group strategy of using original intellectual property as a growth driver. In addition, the company believes that 信和不動産株式会社's expertise in construction and real estate will enable the golf course facilities to be maintained and improved more efficiently, and has determined that it is the best partner to carry on the history and traditions of ABC Golf Club and pursue further growth.

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