Komori
M&A and Subsidiary Changes9425ReYuu Japan Inc.Information and Communications, Services and Others

Update on Previously Disclosed Matter: Notice of Execution of a Share Transfer Agreement for the Acquisition of Shares in ネクスト・セキュリティ株式会社 (Making It a Subsidiary)

To give concrete form to the basic agreement previously executed, the Company has decided to execute a share transfer agreement to acquire 49.0% of the shares of ネクスト・セキュリティ株式会社. Following the acquisition, the Company plans to nominate a majority of the company's directors and make it a consolidated subsidiary.

Worth reading
70In focus
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
258898
¥ thousands (approximate)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
Counterpartyabc株式会社
Disclosing companyReYuu Japan Inc.
ネクスト・セキュリティ株式会社Voting rights ownership percentageNumber of shares acquired 29,400 shares (number of voting rights: 29,400)

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

Sale of cybersecurity solutions Cybersecurity consulting Development, implementation and operational support for cybersecurity environments

Location Minato-ku, TokyoShare capital ¥20 millionDate of incorporation 7 December 2015
Net Sales¥409 million (fiscal year ended March 2026)
Operating profit¥81 million (fiscal year ended March 2026)
Net income for the current fiscal year¥54 million (fiscal year ended March 2026)
Net assets¥170 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceShare transfer consideration: ¥254,898 thousand
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥4,000 thousand (approximate)
Type of ConsiderationCash
Impact on Business Performance

The impact on results for the fiscal year ending October 2026 is currently under review.

Procedures and assumptions
Valuation methodologyShare valuation by an independent valuation institution
Management structure after acquisitionThe target company will be managed with persons nominated by the Company comprising a majority of its directors, and will become a consolidated subsidiary of the Company. The trade name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameabc株式会社
Name of the Subject Companyネクスト・セキュリティ株式会社
Business Description of the Subject CompanySale of cybersecurity solutions Cybersecurity consulting Development, implementation and operational support for cybersecurity environments
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥20 million
Date of Establishment of the Subject Company7 December 2015
Net Sales of the Subject Company¥409 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥81 million (fiscal year ended March 2026)
Net Income of the Subject Company¥54 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥170 million (fiscal year ended March 2026)
Acquisition priceShare transfer consideration: ¥254,898 thousand
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥4,000 thousand (approximate)
Type of ConsiderationCash
Number of shares acquired29,400 shares (number of voting rights: 29,400)
Voting rights ownership percentageBefore 0.0% → after 49.0%
Impact on Business PerformanceThe impact on results for the fiscal year ending October 2026 is currently under review.
Date of board resolution31 July 2026
Contract Date31 July 2026
Execution Date / Effective Date31 August 2026 (scheduled)
Valuation methodologyShare valuation by an independent valuation institution
Management structure after acquisitionThe target company will be managed with persons nominated by the Company comprising a majority of its directors, and will become a consolidated subsidiary of the Company. The trade name, representative and treatment of employees are Not disclosed
Items this document does not state (10)
Merger 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 Company aims to expand medium- to long-term revenue opportunities and enhance corporate value by combining its customer touchpoints in the corporate used mobile device business with the target company's knowledge and track record in cyber security-related services, thereby increasing opportunities to make proposals to corporate customers.

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.
Update on Previously Disclosed Matter: Notice of Execution of a Share Transfer Agreement for the Acquisition of Shares in ネクスト・セキュリティ株式会社 (Making It a Subsidiary) | ReYuu Japan Inc. (9425) timely disclosure | Komori