Worth reading
70In focus
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
340
¥ million (approximate total amount)Wording
Conditional
How definitive the wording is.This transaction
The Transaction (the Share Acquisition and the Share Exchange)CounterpartyNakamura Kohei (中村 昂平), Yamamura Dai (山村 大)
Disclosing companyNihon M&A Center Holdings Inc.
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
AI, BPO and product development support; company-wide AI transformation support (DX consulting); AI advisory and support for management teams (FDE); and AI training
Location Shibuya-ku, TokyoShare capital ¥1,000,000Date of incorporation 19 September 2025
Net Sales¥124 million (fiscal year ended August 2026)
Operating profit¥40 million (fiscal year ending August 2026)
Net income for the current fiscal year¥26 million (fiscal year ending August 2026)
Net assets¥27 million (fiscal year ending August 2026)
Consideration and expenses
Acquisition priceApproximately ¥340 million (approximate total amount for the common shares of AIブレインパートナーズ株式会社, due diligence, third-party valuation fees and other costs)
Expenses other than the acquisition priceIncluded in the acquisition price above; individual amounts not disclosed
Type of ConsiderationMixed consideration (cash and 250,000 common shares of Nihon M&A Center Holdings Inc.)
Merger ratio/share exchange ratioNihon M&A Center Holdings Inc.: AIブレインパートナーズ株式会社 = 1:757.576. Nihon M&A Center Holdings Inc. will be the wholly owning parent company in the share exchange, and AIブレインパートナーズ株式会社 will be the wholly owned subsidiary.
Funding arrangementsThe share exchange will be funded with 250,000 treasury shares held by Nihon M&A Center Holdings Inc. Funding for the Share Acquisition has not been disclosed.
Goodwill amountGoodwill is expected to arise. The amount and amortization period are currently under review.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of the Transaction on consolidated results for the fiscal year ending March 2027 is expected to be minor.
Procedures and assumptions
Valuation methodologyMarket share price average method (Nihon M&A Center Holdings Inc.); DCF method (AIブレインパートナーズ株式会社); and calculation of the share exchange ratio using the market share price average method and DCF method
Independent valuation institutionStand by C Co., Ltd.
Conditions Precedent to ExecutionNihon M&A Center Holdings Inc. plans to complete the transaction without shareholder approval under Article 796, paragraph 2 of the Companies Act, through a simplified share exchange. AIブレインパートナーズ株式会社 approved the transaction through a deemed resolution at its shareholders’ meeting dated 18 September 2026. The schedule may be changed depending on notices of objection from dissenting shareholders and other circumstances.
Management structure after acquisitionNihon M&A Center Holdings Inc. plans to dispatch 2 directors to AIブレインパートナーズ株式会社. Nakamura Kohei (中村 昂平) will continue as representative director and president of AIブレインパートナーズ株式会社 and is scheduled to become an executive officer of a subsidiary of Nihon M&A Center Holdings Inc. Yamamura Dai (山村 大) will continue as a director of AIブレインパートナーズ株式会社 and is scheduled to become CDO of Nihon M&A Center Holdings Inc. and a senior executive officer of its subsidiary. Effective 1 October 2026, AIブレインパートナーズ株式会社 is scheduled to change its fiscal year-end from 31 August to 31 March and its head office location from Shibuya-ku, Tokyo to Chiyoda-ku, Tokyo. Employee treatment has not been disclosed.
| Item | Details |
|---|---|
| Transaction name | The Transaction (the Share Acquisition and the Share Exchange) |
| Counterparty name | Nakamura Kohei (中村 昂平), Yamamura Dai (山村 大) |
| Name of the Subject Company | AIブレインパートナーズ株式会社 |
| Business Description of the Subject Company | AI, BPO and product development support; company-wide AI transformation support (DX consulting); AI advisory and support for management teams (FDE); and AI training |
| Location of the Subject Company | Shibuya-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1,000,000 |
| Date of Establishment of the Subject Company | 19 September 2025 |
| Net Sales of the Subject Company | ¥124 million (fiscal year ended August 2026) |
| Operating Profit of the Subject Company | ¥40 million (fiscal year ending August 2026) |
| Net Income of the Subject Company | ¥26 million (fiscal year ending August 2026) |
| Net Assets of the Subject Company | ¥27 million (fiscal year ending August 2026) |
| Acquisition price | Approximately ¥340 million (approximate total amount for the common shares of AIブレインパートナーズ株式会社, due diligence, third-party valuation fees and other costs) |
| Expenses other than the acquisition price | Included in the acquisition price above; individual amounts not disclosed |
| Type of Consideration | Mixed consideration (cash and 250,000 common shares of Nihon M&A Center Holdings Inc.) |
| Merger ratio/share exchange ratio | Nihon M&A Center Holdings Inc.: AIブレインパートナーズ株式会社 = 1:757.576. Nihon M&A Center Holdings Inc. will be the wholly owning parent company in the share exchange, and AIブレインパートナーズ株式会社 will be the wholly owned subsidiary. |
| Number of shares acquired | 670 shares (voting rights: 670). The remaining 330 shares are scheduled to be acquired through the share exchange. |
| Voting rights ownership percentage | Before 0.0% → after 67.0% after the Share Acquisition. The company will become a wholly owned subsidiary after the share exchange takes effect. |
| Funding arrangements | The share exchange will be funded with 250,000 treasury shares held by Nihon M&A Center Holdings Inc. Funding for the Share Acquisition has not been disclosed. |
| Goodwill amount | Goodwill is expected to arise. The amount and amortization period are currently under review. |
| Impact on Business Performance | The impact of the Transaction on consolidated results for the fiscal year ending March 2027 is expected to be minor. |
| Date of board resolution | 18 September 2026 |
| Contract Date | 18 September 2026 |
| Execution Date / Effective Date | Closing date of the Share Acquisition: 1 October 2026 (scheduled). Effective date of the Share Exchange: 2 November 2026 (scheduled) |
| Valuation methodology | Market share price average method (Nihon M&A Center Holdings Inc.); DCF method (AIブレインパートナーズ株式会社); and calculation of the share exchange ratio using the market share price average method and DCF method |
| Independent valuation institution | Stand by C Co., Ltd. |
| Conditions Precedent to Execution | Nihon M&A Center Holdings Inc. plans to complete the transaction without shareholder approval under Article 796, paragraph 2 of the Companies Act, through a simplified share exchange. AIブレインパートナーズ株式会社 approved the transaction through a deemed resolution at its shareholders’ meeting dated 18 September 2026. The schedule may be changed depending on notices of objection from dissenting shareholders and other circumstances. |
| Management structure after acquisition | Nihon M&A Center Holdings Inc. plans to dispatch 2 directors to AIブレインパートナーズ株式会社. Nakamura Kohei (中村 昂平) will continue as representative director and president of AIブレインパートナーズ株式会社 and is scheduled to become an executive officer of a subsidiary of Nihon M&A Center Holdings Inc. Yamamura Dai (山村 大) will continue as a director of AIブレインパートナーズ株式会社 and is scheduled to become CDO of Nihon M&A Center Holdings Inc. and a senior executive officer of its subsidiary. Effective 1 October 2026, AIブレインパートナーズ株式会社 is scheduled to change its fiscal year-end from 31 August to 31 March and its head office location from Shibuya-ku, Tokyo to Chiyoda-ku, Tokyo. Employee treatment has not been disclosed. |
Items this document does not state (5)
Tender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)Special 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 transaction is intended to incorporate AIブレインパートナーズ株式会社’s expertise in AI and its specialized personnel, improve operational productivity across the Group, expand support for the introduction and use of AI by client companies, and establish a foundation for acquiring and developing AI talent. It is also intended to accelerate the company’s growth by enabling it to leverage the Group’s customer base and network.
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