Worth reading
54Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
829
¥ million (total acquisition price for shares, maximum)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisitionCounterpartyIto Kazuki (伊藤 一記)
Disclosing companyInformation Strategy and Technology Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Software development, IT consulting, and operations and maintenance services, Management consulting, and system development, operations and maintenance
Location Minato-ku, Tokyo, Bunkyo-ku, TokyoShare capital ¥3.5 million, ¥1 millionDate of incorporation 28 December 2020, 20 December 2024
Net Sales¥393.18 million (fiscal year ended November 2025), — yen (fiscal year ended November 2025)
Operating profit¥119.98 million (fiscal year ended November 2025), ¥(0.053) million (fiscal year ended November 2025)
Net income for the current fiscal year¥84.814 million (fiscal year ended November 2025), ¥(0.519) million (fiscal year ended November 2025)
Net assets¥144.879 million (fiscal year ended November 2025), ¥0.48 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition priceShare acquisition price: up to ¥158 million (株式会社 Flyby), Share acquisition price: ¥671 million (株式会社 Flyby Management)
Expenses other than the acquisition priceAdvisory fees and other costs (estimated): ¥1.5 million
Type of ConsiderationCash
Impact on Business Performance
The impact on results for the fiscal year ending December 2026 is expected to be limited, but we believe the transaction will contribute to improved consolidated results over the medium to long term.
Procedures and assumptions
Management structure after acquisitionIf this share acquisition is completed as planned, Flyby and Flyby Management are expected to become our consolidated subsidiaries from the first quarter of the fiscal year ending December 2027.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Ito Kazuki (伊藤 一記) |
| Name of the Subject Company | 株式会社 Flyby, 株式会社 Flyby Management |
| Business Description of the Subject Company | Software development, IT consulting, and operations and maintenance services, Management consulting, and system development, operations and maintenance |
| Location of the Subject Company | Minato-ku, Tokyo, Bunkyo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥3.5 million, ¥1 million |
| Date of Establishment of the Subject Company | 28 December 2020, 20 December 2024 |
| Net Sales of the Subject Company | ¥393.18 million (fiscal year ended November 2025), — yen (fiscal year ended November 2025) |
| Operating Profit of the Subject Company | ¥119.98 million (fiscal year ended November 2025), ¥(0.053) million (fiscal year ended November 2025) |
| Net Income of the Subject Company | ¥84.814 million (fiscal year ended November 2025), ¥(0.519) million (fiscal year ended November 2025) |
| Net Assets of the Subject Company | ¥144.879 million (fiscal year ended November 2025), ¥0.48 million (fiscal year ended November 2025) |
| Acquisition price | Share acquisition price: up to ¥158 million (株式会社 Flyby), Share acquisition price: ¥671 million (株式会社 Flyby Management) |
| Expenses other than the acquisition price | Advisory fees and other costs (estimated): ¥1.5 million |
| Type of Consideration | Cash |
| Number of shares acquired | 株式会社 Flyby: up to 42 common shares (voting rights: up to 42), 株式会社 Flyby Management: 100 common shares (voting rights: 100) |
| Voting rights ownership percentage | Before 株式会社 Flyby 0.0％ / 株式会社 Flyby Management 0.0％ → after 株式会社 Flyby Up to 19.1% (up to 100.0% including the 80.9% held indirectly through Flyby Management) / 株式会社 Flyby Management 100.0％ |
| Impact on Business Performance | The impact on results for the fiscal year ending December 2026 is expected to be limited, but we believe the transaction will contribute to improved consolidated results over the medium to long term. |
| Date of board resolution | 13 August 2026 |
| Contract Date | 13 August 2026 |
| Execution Date / Effective Date | January 2027 (planned) |
| Management structure after acquisition | If this share acquisition is completed as planned, Flyby and Flyby Management are expected to become our consolidated subsidiaries from the first quarter of the fiscal year ending December 2027. |
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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.To strengthen our ability to provide services supporting the in-house development of digital transformation capabilities by incorporating Flyby’s advanced IT consulting capabilities, agile development execution capabilities, and expertise spanning the identification of management issues through to software development.
How to read this page
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