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M&A and Subsidiary Changes9474ZENRIN CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of a Controlling Interest in an Equity-Method Affiliate (Making It a Specified Subsidiary) Through the Subscription for a Private Placement of New Shares

ZENRIN CO.,LTD. plans to make 株式会社 Will Smart a consolidated subsidiary by subscribing to a third-party allocation of shares conducted by 株式会社 Will Smart, thereby increasing its voting rights ownership ratio from 43.42% to 54.10%.

Worth reading
56In 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
349
Millions of yen
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Subscription to a Third-Party Allocation of Shares
Counterparty (target company)株式会社 Will Smart
Disclosing companyZENRIN CO.,LTD.
Voting rights ownership percentageNumber of shares acquired 520,800 shares (number of voting rights: 5,208)

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 proposing solutions that use DX technologies to address business challenges, primarily in the mobility industry, as well as developing proprietary and commissioned services and providing operation and maintenance services

Location Koto-ku, TokyoShare capital ¥640 million (as of 30 April 2026)Date of incorporation 12 December 2012
Net Sales¥805.211 million (fiscal year ended December 2025)
Operating profitOperating loss of ¥283.087 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of ¥415.606 million (fiscal year ended December 2025)
Net assets¥3.183 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥349 million
Type of ConsiderationCash (payment for the third-party allotment capital increase)
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionIf Will Smart’s performance and financial base recover, the company will continue to respect its independence and support its autonomous management.
This transaction
ItemDetails
Transaction nameSubscription to a Third-Party Allocation of Shares
Counterparty name株式会社 Will Smart
Name of the Subject Company株式会社 Will Smart
Business Description of the Subject CompanyPlanning and proposing solutions that use DX technologies to address business challenges, primarily in the mobility industry, as well as developing proprietary and commissioned services and providing operation and maintenance services
Location of the Subject CompanyKoto-ku, Tokyo
Capital Stock of the Subject Company¥640 million (as of 30 April 2026)
Date of Establishment of the Subject Company12 December 2012
Net Sales of the Subject Company¥805.211 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of ¥283.087 million (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of ¥415.606 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥3.183 million (fiscal year ended December 2025)
Acquisition price¥349 million
Type of ConsiderationCash (payment for the third-party allotment capital increase)
Number of shares acquired520,800 shares (number of voting rights: 5,208)
Voting rights ownership percentageBefore 43.42% → after 54.10%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution15 May 2026
Contract Date15 May 2026
Execution Date / Effective Date1 June 2026 (予定)
Management structure after acquisitionIf Will Smart’s performance and financial base recover, the company will continue to respect its independence and support its autonomous management.
Items this document does not state (12)
Expenses other than the acquisition priceMerger 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 purpose is to support Will Smart in improving its social credibility, securing financing independently and attracting outstanding personnel, while continuing its DX business in the regional transportation and logistics sectors and existing collaboration. It is also intended to avoid the difficulty of operating the business due to Will Smart’s poor performance, which could interrupt the collaboration and affect the company’s customers and others.

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 a Controlling Interest in an Equity-Method Affiliate (Making It a Specified Subsidiary) Through the Subscription for a Private Placement of New Shares | ZENRIN CO.,LTD. (9474) timely disclosure | Komori