Worth reading
48Recurring
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
2900
¥ million (standalone financial statements; approximately ¥2,600 million in consolidated financial statements)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Agreement to Tender Shares in This Tender OfferCounterpartyHHH1合同会社
Disclosing companyPasona Group Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Digital consulting services, SaaS services, ServiceNow-related businesses and other operations
Location Chuo-ku, TokyoShare capital ¥426.113 millionDate of incorporation 1 November 2012
Net Sales¥4,540 million (fiscal year ending March 2026)
Operating profit¥266 million (fiscal year ending March 2026)
Net income for the current fiscal year¥207 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Net assets¥1,267 million (fiscal year ending March 2026)
Consideration and expenses
Tender offer period23 October 2026 to 7 December 2026
Amount of extraordinary income (loss)A gain on the sale of shares in an affiliate of approximately ¥2,900 million in the standalone financial statements and approximately ¥2,600 million in the consolidated financial statements is expected to be recognized as an extraordinary gain in the fiscal year ending May 2027.
Impact on Business Performance
The full-year consolidated earnings forecast for the fiscal year ending May 2027 is currently being reviewed, including the impact of other factors. If a revision becomes necessary, it will be disclosed promptly.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of this tender offer
Management structure after acquisitionIf the tender offer is completed, the target will cease to be an equity-method affiliate of the Company. The corporate name, representative and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Agreement to Tender Shares in This Tender Offer |
| Counterparty name | HHH1合同会社 |
| Name of the Subject Company | circlace Inc |
| Business Description of the Subject Company | Digital consulting services, SaaS services, ServiceNow-related businesses and other operations |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥426.113 million |
| Date of Establishment of the Subject Company | 1 November 2012 |
| Net Sales of the Subject Company | ¥4,540 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥266 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥207 million (fiscal year ending March 2026; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥1,267 million (fiscal year ending March 2026) |
| Tender offer period | 23 October 2026 to 7 December 2026 |
| Number of shares acquired | 1,440,000 shares; number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 32.89% (the beginning of the document also states 32.31%) (after not disclosed) |
| Amount of extraordinary income (loss) | A gain on the sale of shares in an affiliate of approximately ¥2,900 million in the standalone financial statements and approximately ¥2,600 million in the consolidated financial statements is expected to be recognized as an extraordinary gain in the fiscal year ending May 2027. |
| Impact on Business Performance | The full-year consolidated earnings forecast for the fiscal year ending May 2027 is currently being reviewed, including the impact of other factors. If a revision becomes necessary, it will be disclosed promptly. |
| Date of board resolution | 22 October 2026 |
| Contract Date | 22 October 2026 |
| Execution Date / Effective Date | 14 December 2026 (settlement commencement date) |
| Conditions Precedent to Execution | Completion of this tender offer |
| Management structure after acquisition | If the tender offer is completed, the target will cease to be an equity-method affiliate of the Company. The corporate name, representative and treatment of employees are Not disclosed. |
Items this document does not state (11)
Acquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedFunding arrangementsGoodwill amountValuation 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.After carefully considering the target's position within the group amid intensifying competition surrounding the IT business due to technological innovation, including generative AI, and major changes in the business environment in Japan and overseas, it was determined that the tender offer could be expected to improve the target's corporate value over the medium to long term and that the proposed tender offer price was reasonable.
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