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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社OK junction
Disclosing companyIshin Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Regional digitalization and DX support, community support, facility support, joint planning and operations, program provision, and events
Location Minato-ku, TokyoShare capital ¥1 millionDate of incorporation 10 November 2022
Net Sales¥25.093 million (fiscal year ended September 2025)
Operating profit-¥577 thousand (fiscal year ended September 2025)
Net income for the current fiscal year-¥645 thousand (fiscal year ended September 2025)
Net assets-¥440 thousand (fiscal year ended September 2025)
Consideration and expenses
Type of ConsiderationNo cash or shares will be allocated (no new shares will be issued and no cash or other consideration will be allocated)
Amount of extraordinary income (loss)A loss on cancellation of shares held in the merger is expected to be recorded as an extraordinary loss. The amount has not yet been determined.
Impact on Business Performance
As the loss on cancellation of shares held in the merger will be eliminated in the consolidated financial statements, it will have no impact on consolidated profit or loss. The amount to be recorded in the non-consolidated financial statements has not yet been determined.
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the proposal to approve the merger agreement at the annual general meeting of shareholders of Ishin scheduled for 26 June 2026.
Management structure after acquisitionThere will be no changes to Ishin’s name, location, representative’s title or name, business activities, capital, or fiscal year-end after the merger. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社OK junction |
| Name of the Subject Company | 株式会社OK junction |
| Business Description of the Subject Company | Regional digitalization and DX support, community support, facility support, joint planning and operations, program provision, and events |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 10 November 2022 |
| Net Sales of the Subject Company | ¥25.093 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | -¥577 thousand (fiscal year ended September 2025) |
| Net Income of the Subject Company | -¥645 thousand (fiscal year ended September 2025) |
| Net Assets of the Subject Company | -¥440 thousand (fiscal year ended September 2025) |
| Type of Consideration | No cash or shares will be allocated (no new shares will be issued and no cash or other consideration will be allocated) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) (after not disclosed) |
| Amount of extraordinary income (loss) | A loss on cancellation of shares held in the merger is expected to be recorded as an extraordinary loss. The amount has not yet been determined. |
| Impact on Business Performance | As the loss on cancellation of shares held in the merger will be eliminated in the consolidated financial statements, it will have no impact on consolidated profit or loss. The amount to be recorded in the non-consolidated financial statements has not yet been determined. |
| Date of board resolution | 22 May 2026 |
| Contract Date | 22 May 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Approval of the proposal to approve the merger agreement at the annual general meeting of shareholders of Ishin scheduled for 26 June 2026. |
| Management structure after acquisition | There will be no changes to Ishin’s name, location, representative’s title or name, business activities, capital, or fiscal year-end after the merger. Employee treatment: Not disclosed |
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.At 株式会社OK junction, collaboration with Ishin’s business and corporate functions has progressed and synergies have already emerged. The purpose of the merger is to further realize these synergies and accelerate the Group’s growth.
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