Notice of Share Transfer Agreement and Absorption-type Split Agreement Concluded Between Ledax Co.,Ltd. and Harika Co., Ltd. Relating to Business Succession of Harika Co., Ltd.

Overview of the Business Succession

This announcement states that Ledax Co.,Ltd. has entered into a share transfer agreement to acquire all shares of the successor company and make it a consolidated subsidiary as part of the business succession process for Harika Co., Ltd., and that an absorption-type split agreement has been concluded between Harika Co., Ltd. and the successor company. The acquisition price is 670 million yen, the post-acquisition voting rights ownership ratio will be 100%, and the succession date is scheduled for January 5, 2027 (planned).

Future Schedule and Financial Impact

The successor company has been established. Following the execution dates of the share transfer agreement and the absorption-type split agreement, the date of acquiring the successor company shares is scheduled for January 5, 2027 (planned). Under the absorption-type split, the designated assets and liabilities will be transferred to the successor company; however, borrowings from financial institutions of Harika Co., Ltd. are expected to be excluded from the scope of succession. The company aims for profitability based on post-acquisition business plans. A negative goodwill gain arising from business combination accounting is expected to be recognized in the consolidated fiscal year in which the acquisition is completed; the specific impact amount is being examined as of the disclosure date.