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M&A and Subsidiary Changes135AVRAIN Solution,Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of a Subsidiary

株式会社VRAIN Solution has decided to establish a subsidiary, 株式会社VRAIN Career, which will operate a fee-charging employment placement business, to build the human resources base needed to support the expansion of its AI and DX businesses and its overseas expansion.

Worth reading
48Recurring
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
8
¥ million (capital)
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of subsidiary
Disclosing companyVRAIN Solution,Inc.
株式会社VRAIN CareerVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Fee-charging employment placement business and other activities

Location Chuo-ku, TokyoShare capital ¥8 millionDate of incorporation October 2026 (scheduled)
Impact on Business Performance

The impact on the Company’s results for the fiscal year ending February 2027 will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionScheduled following the acquisition of a license to operate a fee-charging employment placement business
Management structure after acquisitionThe representative director and president will be 菊地佳宏 (Kikuchi Yoshihiro 菊地佳宏). Directors of the company are scheduled to concurrently serve as directors of the Company. Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameEstablishment of subsidiary
Name of the Subject Company株式会社VRAIN Career
Business Description of the Subject CompanyFee-charging employment placement business and other activities
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥8 million
Date of Establishment of the Subject CompanyOctober 2026 (scheduled)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on the Company’s results for the fiscal year ending February 2027 will be immaterial.
Date of board resolution14 October 2026
Execution Date / Effective DateCompany establishment date: October 2026 (scheduled); business commencement date: during the current fiscal year (scheduled)
Conditions Precedent to ExecutionScheduled following the acquisition of a license to operate a fee-charging employment placement business
Management structure after acquisitionThe representative director and president will be 菊地佳宏 (Kikuchi Yoshihiro 菊地佳宏). Directors of the company are scheduled to concurrently serve as directors of the Company. Employee treatment: not disclosed
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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 purpose is to strengthen recruitment of personnel to support the expansion of the “AI Systems” and “DX Consulting” businesses, the full-scale launch of overseas operations, and expansion into the physical AI field, among other initiatives, and to establish a platform for supplying the personnel required by the manufacturing industry.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Establishment of a Subsidiary | VRAIN Solution,Inc. (135A) timely disclosure | Komori