Tokai Holdings Corporation TSE:3167
TOKAI : Notice Regarding Acquisition of Shares in G&F Co.,Ltd (Conversion into a Consolidated Subsidiary)
Source: MarketScreener
December 20, 2024 | |
For Immediate Release | |
Company Name: | TOKAI Holdings Corporation |
Representative Name: | Katsuo Oguri, Representative |
Director, President and CEO | |
(Code No. 3167, TSE Prime Market) |
Notice Regarding Acquisition of Shares in G&F Co.,Ltd (Conversion into a Consolidated Subsidiary)
TOKAI Holdings Corporation (the "Company") is pleased to announce that its subsidiary, TOKAI Communications Corporation (headquartered in Shizuoka City, Shizuoka; President and Representative Director: Tsuyoshi Takahashi; hereinafter referred to as "TOKAI COM"), responsible for the information and telecommunications business of the TOKAI Group, has entered into a share transfer agreement to acquire shares in G&F Co., Ltd (headquartered in Shinjuku-ku,Tokyo; President and Representative Director: Takashi Shimomae; hereinafter referred to as "G&F"), thereby making G&F a fully- owned subsidiary of the Company. The details are as follows.
Details
1. Reasons for the share acquisition
TOKAI COM provides optimal solutions to customers based on three pillars: "cloud," "network," and "system," which support the foundation of the digital society. Currently, our group is implementing a growth strategy based on the "Mid- term Management Plan 2025," with the fiscal year 2025 as the final year. As part of this plan, we have set "growth in business profitability" as one of our core strategies. In the information and telecommunications business, we are focusing on key initiatives such as "expanding business areas domestically and internationally" and "strengthening digital infrastructure to support area expansion." We are also committed to nurturing and strengthening digital talent to meet the DX needs of our customer companies.
G&F specializes in proposing, designing, constructing, and maintaining IT infrastructure systems in the Tokyo metropolitan area. In recent years, G&F has been focusing on cloud business and has steadily grown its business by providing services through experienced cloud technicians.
Through collaboration with G&F, TOKAI COM has determined that through collaboration with G&F, it can strengthen the technical capabilities in the growth areas of IT infrastructure and cloud, and achieve sustained business growth in these fields. Therefore, we have decided to acquire shares in G&F. Moving forward, we will leverage the strengths of both companies, focus on advanced talent development, accurately capture customer needs, and contribute to the development of our customers' businesses by realizing DX.
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2. Overview of G&F Co.,Ltd
(1) | Name | G&F Co.,Ltd | |||||
(2) | Address | 5-18-12 Shinjuku, Shinjuku-ku, Tokyo | |||||
(3) | Name and title of | Takashi Shimomae, Representative Director and President | |||||
representative | |||||||
(4) | Business description | Cloud infrastructure construction, System migration, | |||||
Infrastructure design, and Construction. | |||||||
(5) | Share capital | 23 million yen | |||||
(6) | Established | May 19, 1993 | |||||
Major shareholders and | |||||||
(7) | ownership percentage | Takashi Shimomae | 100% | ||||
(as of December 20, 2024) | |||||||
Relationship between the | Capital relationship | Not applicable | |||||
(8) | listed company and the | Personnel relationship | Not applicable | ||||
relevant company | |||||||
Business relationship | Not applicable | ||||||
(9) | The recent three-year financial performance and financial condition of the company | ||||||
Fiscal year end | FY3/2022 | FY3/2023 | FY3/2024 | ||||
Net assets | 109 million yen | 203 million yen | 230 million yen | ||||
Total assets | 255 million yen | 421 million yen | 350 million yen | ||||
Net assets per share | 239,028 YEN | 442,336 YEN | 501,174 YEN | ||||
Net sales | 753 million yen | 931 million yen | 711 million yen | ||||
Operating profit | 7 million yen | 138 million yen | 27 million yen | ||||
Ordinary profit | 13 million yen | 143 million yen | 28 million yen | ||||
Profit | 11 million yen | 93 million yen | 27 million yen | ||||
Profit per share | 24,214 YEN | 203,308 YEN | 58,838 YEN | ||||
Dividends per share | - yen | - yen | - yen | ||||
3. Outline of the party to the share acquisition | |||||||
(1) | Name | Takashi Shimomae | |||||
Relation between TOKAI | The Company has no significant capital, personal or business relationship in | ||||||
(2) | Holdings Corporation and | ||||||
particular with the individual. | |||||||
the individual | |||||||
4. Number of shares to be acquired and the state of share ownership before and after the acquisition | |||||||
Number of shares held | 0 shares | ||||||
(1) | (Number of voting rights: 0) | ||||||
before the transfer | |||||||
(Ownership ratio: 0%) | |||||||
460 shares | |||||||
(2) | Number of shares acquired | (Number of voting rights: 460) | |||||
(Ratio to the number of shares issued: 100%) | |||||||
Number of shares held | 460 shares | ||||||
(3) | (Number of voting rights: 460) | ||||||
after the transfer | |||||||
(Ownership ratio: 100%) | |||||||
5. Schedule | |||||||
(1) | Date of agreement | December 2, 2024 | |||||
(2) | Date of share underwriting | December 20, 2024 | |||||
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6. Future outlook
The Company considers that the impact of the subject matter on consolidated business results for the fiscal year ending March 31, 2025 will be insignificant.
7. Contact for inquiries
TOKAI Communications Corporation
Planning and Administration Department, Administration Division, Persons in charge: Ogura, Tateda
TEL: +81-(0)3-5404-3277
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