Komori
M&A and Subsidiary Changes9685KYCOM HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Union Joho Kikaku Co., Ltd. by Our Consolidated Subsidiary

GISコンサルティング株式会社, a consolidated subsidiary of the Company, will acquire all shares of ユニオン情報企画株式会社, making it a consolidated sub-subsidiary. The acquisition consideration is ¥190 million, and the estimated total amount including advisory fees and other expenses is ¥216 million.

Worth reading
47Recurring
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
216
¥ million (estimated amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares
CounterpartyOsawa Masahiko (大澤 正彦), 6 other individuals (names undisclosed)
Disclosing companyKYCOM HOLDINGS CO.,LTD.
ユニオン情報企画株式会社Voting rights ownership percentageNumber of shares acquired 900 shares (900 voting rights)

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

Software development

Location Chuo-ku, Tokyo, Nagano City, Nagano PrefectureShare capital ¥45 millionDate of incorporation April 1994
Net Sales¥340 million (fiscal year ending March 2026)
Operating profitOperating loss of ¥1 million (fiscal year ending March 2026)
Net income for the current fiscal yearNet income of ¥3 million (fiscal year ending March 2026)
Net assetsNet assets of ¥137 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥190 million for common shares of ユニオン情報企画株式会社
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥26 million
Impact on Business Performance

The impact on consolidated results for the current fiscal year will be immaterial.

This transaction
ItemDetails
Transaction nameAcquisition of shares
Counterparty nameOsawa Masahiko (大澤 正彦), 6 other individuals (names undisclosed)
Name of the Subject Companyユニオン情報企画株式会社
Business Description of the Subject CompanySoftware development
Location of the Subject CompanyChuo-ku, Tokyo, Nagano City, Nagano Prefecture
Capital Stock of the Subject Company¥45 million
Date of Establishment of the Subject CompanyApril 1994
Net Sales of the Subject Company¥340 million (fiscal year ending March 2026)
Operating Profit of the Subject CompanyOperating loss of ¥1 million (fiscal year ending March 2026)
Net Income of the Subject CompanyNet income of ¥3 million (fiscal year ending March 2026)
Net Assets of the Subject CompanyNet assets of ¥137 million (fiscal year ending March 2026)
Acquisition price¥190 million for common shares of ユニオン情報企画株式会社
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated amount): ¥26 million
Number of shares acquired900 shares (900 voting rights)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on consolidated results for the current fiscal year will be immaterial.
Date of board resolution25 September 2026
Contract Date28 September 2026 (予定)
Execution Date / Effective Date1 October 2026 (scheduled)
Items this document does not state (13)
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 ExecutionManagement structure after acquisition

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 intends to utilize within the Group ユニオン情報企画株式会社’s track record in the Tokyo metropolitan area and Nagano, as well as its IT personnel, in order to provide advanced solutions to customers, expand the business, and realize synergies through the mutual utilization of the business foundations and personnel in Fukui and Nagano. The Company also identified challenges including difficulties in recruitment due to the shortage of IT personnel, increased reliance on partner companies and higher costs, and the difficulty of accumulating technology and experience internally.

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.
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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 Union Joho Kikaku Co., Ltd. by Our Consolidated Subsidiary | KYCOM HOLDINGS CO.,LTD. (9685) timely disclosure | Komori