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M&A and Subsidiary Changes2146UT Group Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in トゥエンティファースト株式会社 (Making It a Subsidiary)

UT Group Co., Ltd. decided to acquire 75% of the shares of トゥエンティファースト株式会社, making it a consolidated subsidiary. The two companies will combine their recruitment capabilities, human resources management expertise and customer bases, particularly their strengths in foreign personnel, to expand human resources services for the manufacturing industry.

Worth reading
71In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
75
Share acquisition percentage (%)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
Disclosing companyUT Group Co.,Ltd.
トゥエンティファースト株式会社Voting rights ownership percentageNumber of shares acquired 75% of the shares (the specific number of shares and voting rights has not been disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Staffing services for the manufacturing industry

Location Shibuya, TokyoShare capital ¥50 millionDate of incorporation 8 November 1984
Net Sales¥2,265 million (fiscal year ended August 2025)
Operating profit¥213 million (fiscal year ended August 2025)
Net income for the current fiscal year¥134 million (fiscal year ended August 2025)
Impact on Business Performance

The impact of this transaction on consolidated results for the current fiscal year is expected to be immaterial. If timely disclosure becomes necessary, the Company will make an announcement promptly.

Procedures and assumptions
Management structure after acquisitionNo planned change in the representative is stated. With respect to employees, the Company stated that it will use the Group's recruitment capabilities, education and training structure, and group network to create career advancement opportunities, improve compensation, and provide support for daily life and settling in Japan. It will also consider employee share-based compensation plans and other measures. The target company changed its corporate name from トランスコーン株式会社 to トゥエンティファースト株式会社 on 11 June 2026.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Name of the Subject Companyトゥエンティファースト株式会社
Business Description of the Subject CompanyStaffing services for the manufacturing industry
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company8 November 1984
Net Sales of the Subject Company¥2,265 million (fiscal year ended August 2025)
Operating Profit of the Subject Company¥213 million (fiscal year ended August 2025)
Net Income of the Subject Company¥134 million (fiscal year ended August 2025)
Number of shares acquired75% of the shares (the specific number of shares and voting rights has not been disclosed)
Voting rights ownership percentageAfter 75% (percentage of shares to be acquired) (before not disclosed)
Impact on Business PerformanceThe impact of this transaction on consolidated results for the current fiscal year is expected to be immaterial. If timely disclosure becomes necessary, the Company will make an announcement promptly.
Date of board resolution31 August 2026
Contract Date31 August 2026
Execution Date / Effective Date1 September 2026 (scheduled)
Management structure after acquisitionNo planned change in the representative is stated. With respect to employees, the Company stated that it will use the Group's recruitment capabilities, education and training structure, and group network to create career advancement opportunities, improve compensation, and provide support for daily life and settling in Japan. It will also consider employee share-based compensation plans and other measures. The target company changed its corporate name from トランスコーン株式会社 to トゥエンティファースト株式会社 on 11 June 2026.
Items this document does not state (16)
Counterparty nameNet Assets of the Subject CompanyAcquisition priceExpenses 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)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 respond to the decline in Japan's working-age population and the difficulty of recruiting personnel in the manufacturing industry, and to establish a stable personnel supply structure. The Company determined that it could expand its recruitment capabilities, personnel supply capacity, management quality and customer base by combining the target company's customer base among major manufacturers and its expertise in managing and operating staffing services focused on Japanese-Brazilian personnel with UT Group's recruitment capabilities, expertise in training and retention support, and sales platform.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in トゥエンティファースト株式会社 (Making It a Subsidiary) | UT Group Co.,Ltd. (2146) timely disclosure | Komori