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M&A and Subsidiary Changes2164CHIIKISHINBUNSHA CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Establishment of a Subsidiary and the Termination of the Basic Agreement for the Proposed Business Integration with UniGrowth Co., Ltd.

The basic agreement for the proposed business integration with 株式会社UniGrowth has been terminated. Instead, the Company will establish a wholly owned subsidiary and launch a fee-charging employment placement business under its own leadership.

Worth reading
39Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
10
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of a subsidiary and termination of the basic agreement for the proposed business integration with 株式会社UniGrowth
Counterparty株式会社UniGrowth, 株式会社AO
Disclosing companyCHIIKISHINBUNSHA CO.,LTD.
株式会社Allegro VivaceVoting rights ownership percentage

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

Fee-charging employment placement business, recruitment support business, and related businesses

Location Yachiyo, Chiba PrefectureShare capital ¥10 millionDate of incorporation 11 June 2026
Consideration and expenses
Type of ConsiderationCash
Impact on Business Performance

The Company expects the impact of this matter on results for the current fiscal year ending August 2026 to be limited, but expects it to contribute to results from the following fiscal year onward.

Procedures and assumptions
Conditions Precedent to ExecutionObtaining the licenses and permits required for the fee-charging employment placement business
Management structure after acquisitionHosoya Katsutoshi (細谷佳津年) will serve as representative director and president of 株式会社Allegro Vivace. The Company's representative director and president will concurrently serve in that role, 2 of the Company's officers and employees will become directors, and 1 will become a corporate auditor. 株式会社AO is scheduled to provide support for business strategy, operational processes, sales activities and jobseeker support, and training for frontline members.
This transaction
ItemDetails
Transaction nameEstablishment of a subsidiary and termination of the basic agreement for the proposed business integration with 株式会社UniGrowth
Counterparty name株式会社UniGrowth, 株式会社AO
Name of the Subject Company株式会社Allegro Vivace
Business Description of the Subject CompanyFee-charging employment placement business, recruitment support business, and related businesses
Location of the Subject CompanyYachiyo, Chiba Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company11 June 2026
Type of ConsiderationCash
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe Company expects the impact of this matter on results for the current fiscal year ending August 2026 to be limited, but expects it to contribute to results from the following fiscal year onward.
Date of board resolution5 June 2026
Contract Date26 May 2026 (support agreement with 株式会社AO for the launch of a new business)
Execution Date / Effective Date11 June 2026 (establishment of the subsidiary). The fee-charging employment placement business is scheduled to commence after the necessary licenses and permits have been obtained.
Conditions Precedent to ExecutionObtaining the licenses and permits required for the fee-charging employment placement business
Management structure after acquisitionHosoya Katsutoshi (細谷佳津年) will serve as representative director and president of 株式会社Allegro Vivace. The Company's representative director and president will concurrently serve in that role, 2 of the Company's officers and employees will become directors, and 1 will become a corporate auditor. 株式会社AO is scheduled to provide support for business strategy, operational processes, sales activities and jobseeker support, and training for frontline members.
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial 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.

Following consideration through due diligence and discussions, the Company determined that promoting the business under its own leadership would contribute more to implementing its growth strategy and regional revitalization than developing the business through a business integration.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Establishment of a Subsidiary and the Termination of the Basic Agreement for the Proposed Business Integration with UniGrowth Co., Ltd. | CHIIKISHINBUNSHA CO.,LTD. (2164) timely disclosure | Komori