Monstarlab Inc.
Notice on the Transfer of a Consolidated Subsidiary through Stock Swap and the Transfer of Equity-Method Affiliate and the Profit Recognition Outlook
MLO becomes a wholly owned subsidiary of SAMI Japan through a stock swap; the company issues 401,000 SAMI common shares to acquire; MLO ceases to be a consolidated subsidiary, and SAMI becomes an equity-method affiliate. In addition, approximately 77 million yen (non-consolidated) / approximately 70 million yen (consolidated) in extraordinary gains are expected to be recognized.
Key Figures
- 401,000 株: SAMI ordinary shares issued for acquisition
- 66,666 株: Shares for retirement allowance transfer
- 43,333 株: Shares for paid transfer
- 30.39％: Voting rights ownership ratio (after stock swap)
- 約77 百万円: Individual (non-consolidated) extraordinary gains
- 約70 百万円: IFRS consolidated operating profit (recognition)
AI要約
Case Summary
We resolved to execute a transaction that makes Monster Lab Omnibus (MLO) a wholly owned subsidiary of SAMI Japan through a stock swap. As a result, MLO will no longer be a consolidated subsidiary, and SAMI will become an equity-method affiliate. As consideration, we will issue 401,000 ordinary shares of SAMI to MLO, and we will dispose of 66,666 shares for retirement allowance for the President of MLO and 43,333 shares for transfer to management shareholders with consideration. After the transfer, SAMI's voting rights will be 30.39%.
Outlook and Impact
In connection with this stock swap, we plan to recognize approximately 77 million yen in extraordinary gains in the non-consolidated earnings for the fiscal year ending December 2026. On a consolidated IFRS basis, we expect to recognize approximately 70 million yen as operating profit (other income). Going forward, we believe that the integration of MLO and SAMI will enable mutual reinforcement of technology and management resources, contributing to maximizing corporate value.
Monster Lab, Inc.
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