Komori
M&A and Subsidiary Changes9438MTI Ltd.Information and Communications, Services and Others

Notice Regarding the Transfer of Shares in a Consolidated Subsidiary and the Recognition of Extraordinary Income (Non-Consolidated Financial Results)

The Company will transfer its entire 98.77% stake in the consolidated subsidiary 株式会社イーグル to HCHD, which is also a consolidated subsidiary. As a result, the Company expects to recognize an extraordinary gain of ¥802 million in its non-consolidated financial statements. The gain will be eliminated in the consolidated financial statements, and the impact on results will be minor.

Worth reading
51Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
1600
¥ million (transfer amount)
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
Counterparty株式会社エムティーアイ・ヘルスケア・ホールディングス
Disclosing companyMTI Ltd.
株式会社イーグルVoting rights ownership percentageNumber of shares acquired All shares held by the Company (number of shares and 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.
Target company

Provision of business systems for dispensing pharmacies

Location Shinjuku-ku, TokyoShare capital ¥100 millionDate of incorporation 1 March 2022
Consideration and expenses
Acquisition price¥1,600 million
Amount of extraordinary income (loss)Gain on sale of shares in an affiliated company: ¥802 million (non-consolidated financial statements for the fourth quarter of the fiscal year ending September 2026)
Impact on Business Performance

The impact on the full-year consolidated earnings forecast will be minor because the extraordinary gain will be eliminated on consolidation.

Procedures and assumptions
Management structure after acquisitionAfter the transfer, HCHD will hold 98.77%. Information regarding the corporate name, representative and treatment of employees is Not disclosed.
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty name株式会社エムティーアイ・ヘルスケア・ホールディングス
Name of the Subject Company株式会社イーグル
Business Description of the Subject CompanyProvision of business systems for dispensing pharmacies
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company1 March 2022
Acquisition price¥1,600 million
Number of shares acquiredAll shares held by the Company (number of shares and voting rights: Not disclosed)
Voting rights ownership percentageBefore 98.77% (the Company) → after 0% (the Company; HCHD will hold 98.77% after the transfer)
Amount of extraordinary income (loss)Gain on sale of shares in an affiliated company: ¥802 million (non-consolidated financial statements for the fourth quarter of the fiscal year ending September 2026)
Impact on Business PerformanceThe impact on the full-year consolidated earnings forecast will be minor because the extraordinary gain will be eliminated on consolidation.
Date of board resolution17 July 2026
Execution Date / Effective Date31 July 2026
Management structure after acquisitionAfter the transfer, HCHD will hold 98.77%. Information regarding the corporate name, representative and treatment of employees is Not disclosed.
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountContract DateValuation 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.

To strengthen collaboration with 株式会社ソラミチシステム and other companies under HCHD in the pharmacy DX business on which the Company is focusing.

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 Transfer of Shares in a Consolidated Subsidiary and the Recognition of Extraordinary Income (Non-Consolidated Financial Results) | MTI Ltd. (9438) timely disclosure | Komori