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M&A and Subsidiary Changes9799ASAHI INTELLIGENCE SERVICE CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社スィンク (Making It a Subsidiary)

ASAHI INTELLIGENCE SERVICE CO.,LTD. plans to acquire all 60 shares of 株式会社スィンク, making it a wholly owned subsidiary with 100% of voting rights. The share transfer is scheduled to take place on 1 September 2026.

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This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyKitazawa Shigeo (北澤 茂雄), 3 individuals
Disclosing companyASAHI INTELLIGENCE SERVICE CO.,LTD.
株式会社スィンクVoting rights ownership percentageNumber of shares acquired 60 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.
Target company

Contracted software development Worker dispatching business

Location Nishi-ku, Nagoya, Aichi PrefectureShare capital ¥3 millionDate of incorporation October 2000
Net Sales¥461 million (fiscal year ended September 2025)
Operating profit¥49 million (fiscal year ended September 2025)
Net income for the current fiscal year¥34 million (fiscal year ended September 2025)
Net assets¥83 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceThe acquisition price of the shares is not disclosed due to discussions with the counterparties and confidentiality obligations.
Type of ConsiderationCash (entirely funded with cash on hand (internal funds))
Funding arrangementsThe acquisition is scheduled to be paid in cash, funded entirely with cash on hand (internal funds).
Impact on Business Performance

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

Procedures and assumptions
Valuation methodologyAppropriate share valuation by an independent third-party institution
Management structure after acquisitionThrough this share acquisition, the company will become a consolidated subsidiary of the Company and is scheduled to be included in the Company's consolidated financial statements from the Company's financial results for the second quarter of the current fiscal year. Its corporate name, representative and employee treatment are Not disclosed.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameKitazawa Shigeo (北澤 茂雄), 3 individuals
Name of the Subject Company株式会社スィンク
Business Description of the Subject CompanyContracted software development Worker dispatching business
Location of the Subject CompanyNishi-ku, Nagoya, Aichi Prefecture
Capital Stock of the Subject Company¥3 million
Date of Establishment of the Subject CompanyOctober 2000
Net Sales of the Subject Company¥461 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥49 million (fiscal year ended September 2025)
Net Income of the Subject Company¥34 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥83 million (fiscal year ended September 2025)
Acquisition priceThe acquisition price of the shares is not disclosed due to discussions with the counterparties and confidentiality obligations.
Type of ConsiderationCash (entirely funded with cash on hand (internal funds))
Number of shares acquired60 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0% → after 100%
Funding arrangementsThe acquisition is scheduled to be paid in cash, funded entirely with cash on hand (internal funds).
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution7 August 2026
Contract Date7 August 2026
Execution Date / Effective Date1 September 2026 (scheduled)
Valuation methodologyAppropriate share valuation by an independent third-party institution
Management structure after acquisitionThrough this share acquisition, the company will become a consolidated subsidiary of the Company and is scheduled to be included in the Company's consolidated financial statements from the Company's financial results for the second quarter of the current fiscal year. Its corporate name, representative and employee treatment are Not disclosed.
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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 acquisition will bring in 株式会社スィンク's expertise in the upstream phases of software development and its engineers, enhance the value provided to their respective customers, and strengthen the Company's operating structure in the Tokai region.

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Notice Regarding the Acquisition of Shares in 株式会社スィンク (Making It a Subsidiary) | ASAHI INTELLIGENCE SERVICE CO.,LTD. (9799) timely disclosure | Komori