Worth reading
44Recurring
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
66.6
Voting rights ownership (after the change, %)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares to make the company a subsidiaryCounterpartyMaruyama Shota (丸山 正太)
Disclosing companyTOTETSU KOGYO CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Dispatch and secondment of personnel for operational safety services related to railway construction, and related activities
Location Toshima-ku, TokyoShare capital ¥25 millionDate of incorporation 3 July 2017
Net Sales¥1,637.717 million (fiscal year ended March 2026)
Operating profit¥98.795 million (fiscal year ended March 2026)
Net income for the current fiscal year¥72.662 million (fiscal year ended March 2026)
Net assets¥674.203 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed at the request of the counterparty. It was determined through a fair process, and the company believes it is an amount commensurate with the enterprise value.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. The company will promptly disclose any matters requiring disclosure that arise in the future.
Procedures and assumptions
Valuation methodologyDetermined through a fair process. The specific valuation method is Not disclosed
Management structure after acquisitionThe company will welcome the target into its group and seek to strengthen its ability to ensure the stable recruitment and development of specialized personnel for operational safety services. The corporate name, representative and employee treatment are Not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares to make the company a subsidiary |
| Counterparty name | Maruyama Shota (丸山 正太) |
| Name of the Subject Company | 株式会社プロスタエクセキューション |
| Business Description of the Subject Company | Dispatch and secondment of personnel for operational safety services related to railway construction, and related activities |
| Location of the Subject Company | Toshima-ku, Tokyo |
| Capital Stock of the Subject Company | ¥25 million |
| Date of Establishment of the Subject Company | 3 July 2017 |
| Net Sales of the Subject Company | ¥1,637.717 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥98.795 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥72.662 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥674.203 million (fiscal year ended March 2026) |
| Acquisition price | The acquisition price will not be disclosed at the request of the counterparty. It was determined through a fair process, and the company believes it is an amount commensurate with the enterprise value. |
| Number of shares acquired | 666 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 0％ → after 66.6％ |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. The company will promptly disclose any matters requiring disclosure that arise in the future. |
| Date of board resolution | 12 November 2026 |
| Contract Date | 12 November 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Valuation methodology | Determined through a fair process. The specific valuation method is Not disclosed |
| Management structure after acquisition | The company will welcome the target into its group and seek to strengthen its ability to ensure the stable recruitment and development of specialized personnel for operational safety services. The corporate name, representative and employee treatment are Not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 the construction framework for railway-related projects, the company will ensure the stable recruitment and development of specialized personnel for operational safety services and strengthen the framework supporting safety and quality across the group.
How to read this page
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