Worth reading
79Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
250000
Number of common shares of the company to be deliveredWording
Conditional
How definitive the wording is.Decision and Details
Board of Directors of 日本M&Aセンターホールディングス; deemed resolution of the shareholders' meeting of AIブレインパートナーズ株式会社Share exchange with AIブレインパートナーズ株式会社 and acquisition of its common shares
Decision18 September 2026
Period CoveredThe transaction from 18 September 2026 through the effective date of the share exchange on 2 November 2026
ImplementationThe share transfer is scheduled to be carried out on 1 October 2026, and the effective date of the share exchange is scheduled for 2 November 2026.
Going forwardThe company plans to carry out the share transfer on 1 October 2026 and make AIブレインパートナーズ株式会社 a consolidated subsidiary. The share exchange is scheduled to take effect on 2 November 2026. If necessary, the effective date of the share exchange may be changed.
AmountTransfer value of the shares in this share transfer: ¥335 million; increase in stated capital resulting from this share exchange: ¥0; capital reserve: ¥0; earned reserve: ¥0
Quantity / scaleShares subject to this share transfer: 670 common shares of AIブレインパートナーズ株式会社; share exchange ratio: 757.576 common shares of the company for each 1 common share of AIブレインパートナーズ株式会社; number of the company's shares scheduled to be delivered: 250,000 shares; number of the company's treasury shares scheduled to be disposed of: 250,000 shares
Reason
Based on the valuation results of the third-party valuation institution, advice from the legal adviser, the results of due diligence, and the financial and asset position and future business outlook of AIブレインパートナーズ株式会社, the company determined that the share exchange ratio was appropriate and would benefit its shareholders.
Impact on Business Performance
The total number of the company's issued shares will not increase as a result of this share exchange. The impact on other aspects of earnings is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Share exchange with AIブレインパートナーズ株式会社 and acquisition of its common shares |
| Decision-Making Body | Board of Directors of 日本M&Aセンターホールディングス; deemed resolution of the shareholders' meeting of AIブレインパートナーズ株式会社 |
| Decision Date | 18 September 2026 |
| Implementation Date | The share transfer is scheduled to be carried out on 1 October 2026, and the effective date of the share exchange is scheduled for 2 November 2026. |
| Period Covered | The transaction from 18 September 2026 through the effective date of the share exchange on 2 November 2026 |
| Amount | Transfer value of the shares in this share transfer: ¥335 million; increase in stated capital resulting from this share exchange: ¥0; capital reserve: ¥0; earned reserve: ¥0 |
| Quantity / scale | Shares subject to this share transfer: 670 common shares of AIブレインパートナーズ株式会社; share exchange ratio: 757.576 common shares of the company for each 1 common share of AIブレインパートナーズ株式会社; number of the company's shares scheduled to be delivered: 250,000 shares; number of the company's treasury shares scheduled to be disposed of: 250,000 shares |
| Impact on Business Performance | The total number of the company's issued shares will not increase as a result of this share exchange. The impact on other aspects of earnings is Not disclosed. |
| Reason | Based on the valuation results of the third-party valuation institution, advice from the legal adviser, the results of due diligence, and the financial and asset position and future business outlook of AIブレインパートナーズ株式会社, the company determined that the share exchange ratio was appropriate and would benefit its shareholders. |
| Governing Rule | Companies Act, Article 767; Article 768, paragraph 1, item 1; Article 794, paragraph 1; Article 796, paragraph 2; Article 799, paragraph 1, item 3; Ordinance for Enforcement of the Companies Act, Article 193; Companies Act, Article 234; Article 319, paragraph 1; Ordinance on Company Accounting, Article 39, paragraph 1 |
| Future plans | The company plans to carry out the share transfer on 1 October 2026 and make AIブレインパートナーズ株式会社 a consolidated subsidiary. The share exchange is scheduled to take effect on 2 November 2026. If necessary, the effective date of the share exchange may be changed. |
Items this document does not state (1)
Related previous disclosures
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.Based on the valuation results of the third-party valuation institution, advice from the law firm and the results of due diligence, the company determined that the share exchange ratio was appropriate and would benefit its shareholders.
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