Komori
M&A and Subsidiary Changes9450Fibergate Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Smart Green Co., Ltd. (Making It a Subsidiary)

株式会社オフグリッドラボ, a consolidated subsidiary, has decided to acquire all issued shares of 株式会社Smart Green from Ikeda Yuya (池田 裕也), making it a wholly owned subsidiary. The acquisition price is ¥250 million, and the total amount including advisory fees and other expenses is approximately ¥279 million.

Worth reading
62In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
279
¥ million (estimated amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyIkeda Yuya (池田 裕也)
Disclosing companyFibergate Inc.
株式会社Smart GreenVoting rights ownership percentageNumber of shares acquired 100 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

Installation, sales and maintenance of solar power generation systems, and other related businesses

Location Narita, Chiba PrefectureShare capital ¥1 millionDate of incorporation August 2021
Net Sales¥183 million (fiscal year ended July 2025)
Operating profit¥39 million (fiscal year ended July 2025)
Net income for the current fiscal year¥28 million (fiscal year ended July 2025)
Net assets¥50 million (fiscal year ended July 2025)
Consideration and expenses
Acquisition price¥250 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥29 million
Impact on Business Performance

The impact of this share acquisition on the group's consolidated results for the fiscal year ending June 2026 is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe disclosure states that Smart Green will join the group and create synergies by leveraging the company's existing customer base and conducting joint sales activities in the business-use segment. The treatment of the trade name, representative and employees is Not disclosed.
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameIkeda Yuya (池田 裕也)
Name of the Subject Company株式会社Smart Green
Business Description of the Subject CompanyInstallation, sales and maintenance of solar power generation systems, and other related businesses
Location of the Subject CompanyNarita, Chiba Prefecture
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject CompanyAugust 2021
Net Sales of the Subject Company¥183 million (fiscal year ended July 2025)
Operating Profit of the Subject Company¥39 million (fiscal year ended July 2025)
Net Income of the Subject Company¥28 million (fiscal year ended July 2025)
Net Assets of the Subject Company¥50 million (fiscal year ended July 2025)
Acquisition price¥250 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥29 million
Number of shares acquired100 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on the group's consolidated results for the fiscal year ending June 2026 is expected to be immaterial.
Date of board resolution7 April 2026
Contract Date7 April 2026 (予定)
Execution Date / Effective Date27 April 2026 (予定)
Management structure after acquisitionThe disclosure states that Smart Green will join the group and create synergies by leveraging the company's existing customer base and conducting joint sales activities in the business-use segment. The treatment of the trade name, representative and employees is Not disclosed.
Items this document does not state (12)
Type 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 acquisition will incorporate Smart Green's expertise and construction know-how relating to solar power generation and storage batteries in order to expand and accelerate the renewable energy business. The group also aims to improve services for multi-unit residential properties and maximize project acquisition by leveraging its approximately 50,000-building existing customer base and sales capabilities.

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 Acquisition of Shares in Smart Green Co., Ltd. (Making It a Subsidiary) | Fibergate Inc. (9450) timely disclosure | Komori