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M&A and Subsidiary Changes9832AUTOBACS SEVEN CO.,LTD.Trading & Wholesale

Notice Regarding a Change in a Specified Subsidiary (Share Transfer)

We have initiated a process to transfer all shares of AUTOBACS FRANCE, which operates 8 AUTOBACS stores in France, to the FairCap Group for €1. Following completion of consultations with the employee representative body under French law, we plan to enter into a share transfer agreement and complete the transfer.

Worth reading
71In 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
23
¥100 million (expected extraordinary loss, including losses on business restructuring)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share transfer
CounterpartyFairCap Holding 12 GmbH (FairCap Group)
Disclosing companyAUTOBACS SEVEN CO.,LTD.
AUTOBACS FRANCE S.A.S.Voting rights ownership percentageNumber of shares acquired 3,530,000 shares (planned; number of shares to be transferred). 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

Operation of AUTOBACS stores, sales of automotive products, automotive-related services and wholesaling

Location 254ter Boulevard du Havre, 95480 Pierrelaye, FranceShare capital €35,300 thousandDate of incorporation 14 March 2001
Net Sales€44,697 thousand (fiscal year ending March 2026)
Operating profitOperating loss of €4,299 thousand (fiscal year ending March 2026)
Net income for the current fiscal yearNet loss of €4,941 thousand (fiscal year ending March 2026)
Net assetsNet assets of €23,049 thousand (fiscal year ending March 2026)
Consideration and expenses
Acquisition price€1 (transfer price)
Type of ConsiderationCash (€1)
Amount of extraordinary income (loss)Approximately ¥2.3 billion as losses on business restructuring and other items (expected to be recorded in the third quarter of the fiscal year ending March 2027)
Impact on Business Performance

In the interim consolidated accounting period of the fiscal year ending March 2027, the Company expects to record approximately ¥4.5 billion in deferred tax assets and income taxes adjustment (benefit). In addition, in the third quarter of the fiscal year ending March 2027, the Company expects to record approximately ¥2.3 billion in extraordinary losses, including losses on business restructuring. In light of these effects, the Company will revise its full-year consolidated earnings forecast for the fiscal year ending March 2027.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of consultations with AUTOBACS FRANCE's employee representative body in accordance with French law. The Company and FairCap may enter into the share transfer agreement only after the consultations have been completed.
Management structure after acquisitionThe business is expected to be operated under FairCap. Changes to the trade name and the treatment of the representative and employees: not disclosed
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameFairCap Holding 12 GmbH (FairCap Group)
Name of the Subject CompanyAUTOBACS FRANCE S.A.S.
Business Description of the Subject CompanyOperation of AUTOBACS stores, sales of automotive products, automotive-related services and wholesaling
Location of the Subject Company254ter Boulevard du Havre, 95480 Pierrelaye, France
Capital Stock of the Subject Company€35,300 thousand
Date of Establishment of the Subject Company14 March 2001
Net Sales of the Subject Company€44,697 thousand (fiscal year ending March 2026)
Operating Profit of the Subject CompanyOperating loss of €4,299 thousand (fiscal year ending March 2026)
Net Income of the Subject CompanyNet loss of €4,941 thousand (fiscal year ending March 2026)
Net Assets of the Subject CompanyNet assets of €23,049 thousand (fiscal year ending March 2026)
Acquisition price€1 (transfer price)
Type of ConsiderationCash (€1)
Number of shares acquired3,530,000 shares (planned; number of shares to be transferred). Voting rights: not disclosed
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)Approximately ¥2.3 billion as losses on business restructuring and other items (expected to be recorded in the third quarter of the fiscal year ending March 2027)
Impact on Business PerformanceIn the interim consolidated accounting period of the fiscal year ending March 2027, the Company expects to record approximately ¥4.5 billion in deferred tax assets and income taxes adjustment (benefit). In addition, in the third quarter of the fiscal year ending March 2027, the Company expects to record approximately ¥2.3 billion in extraordinary losses, including losses on business restructuring. In light of these effects, the Company will revise its full-year consolidated earnings forecast for the fiscal year ending March 2027.
Date of board resolution27 August 2026
Contract DatePut option agreement: 27 August 2026. Share transfer agreement: third quarter of the fiscal year ending March 2027 (planned)
Execution Date / Effective DateThird quarter of the fiscal year ending March 2027 (planned)
Conditions Precedent to ExecutionCompletion of consultations with AUTOBACS FRANCE's employee representative body in accordance with French law. The Company and FairCap may enter into the share transfer agreement only after the consultations have been completed.
Management structure after acquisitionThe business is expected to be operated under FairCap. Changes to the trade name and the treatment of the representative and employees: 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 periodFunding arrangementsGoodwill amountValuation methodologyIndependent valuation institutionSpecial Committee

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 Group is reviewing its business portfolio and pursuing the selective allocation and concentration of management resources in growth areas. As the difficult business environment in France is expected to continue due to the economic downturn and intensifying competition, the Group has determined that operating AUTOBACS FRANCE under FairCap, which has knowledge of the European automotive industry and a track record of enhancing corporate value, will contribute to AUTOBACS FRANCE's growth and help optimize the Group's management resources.

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Notice Regarding a Change in a Specified Subsidiary (Share Transfer) | AUTOBACS SEVEN CO.,LTD. (9832) timely disclosure | Komori