Worth reading
66In 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
1077299
SharesWording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)SELF株式会社
Disclosing companyLink and Motivation Inc.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Provides enterprise solutions using AI systems and consumer-oriented applications.
Location Shinjuku-ku, TokyoShare capital ¥216 million (as of 30 September 2025)Date of incorporation 13 November 2014
Net Sales¥203 million (fiscal year ended September 2025)
Operating profit¥23 million (fiscal year ended September 2025)
Net income for the current fiscal year¥18 million (fiscal year ended September 2025)
Net assetsNegative ¥0.8 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNo cash or other consideration will be delivered; the consideration will consist solely of the Company's common shares.
Type of ConsiderationShares. Treasury shares held by Link and Motivation will be used, and 1,077,299 common shares of the Company are scheduled to be delivered.
Merger ratio/share exchange ratioSELF common shares: 0.1291419 shares per 1 share of the wholly owning parent company in the share exchange; SELF Series A preferred shares: 0.8900962 shares per 1 share of the wholly owning parent company in the share exchange. Link and Motivation will be the wholly owning parent company in the share exchange, and SELF will be the wholly owned subsidiary in the share exchange.
Funding arrangementsTreasury shares held by the Company are scheduled to be used as consideration. Method of funding the acquisition with cash: Not disclosed
Impact on Business Performance
The impact of this share exchange on the Company's consolidated results is expected to be minor.
Procedures and assumptions
Valuation methodologySELF: DCF method; allocation of equity value to common shares and Series A preferred shares: CVM method; the Company: market price method, using 8 September 2026 as the valuation date and referring to the simple average closing price for the most recent six-month period
Independent valuation institutionBridge Consulting Group Inc.
Conditions Precedent to ExecutionThe Company plans to complete the transaction as a simplified share exchange under Article 796, Paragraph 2 of the Companies Act without obtaining approval at a general meeting of shareholders. SELF plans to obtain consent forms from all shareholders and approve the share exchange agreement by written resolution.
Management structure after acquisitionAt the Company, which will be the wholly owning parent company in the share exchange, there will be no changes to its name, location, representative, business activities, capital, or fiscal year-end. Treatment of the target company's representative and employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | SELF株式会社 |
| Name of the Subject Company | SELF株式会社 |
| Business Description of the Subject Company | Provides enterprise solutions using AI systems and consumer-oriented applications. |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥216 million (as of 30 September 2025) |
| Date of Establishment of the Subject Company | 13 November 2014 |
| Net Sales of the Subject Company | ¥203 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥23 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥18 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | Negative ¥0.8 million (fiscal year ended September 2025) |
| Acquisition price | No cash or other consideration will be delivered; the consideration will consist solely of the Company's common shares. |
| Type of Consideration | Shares. Treasury shares held by Link and Motivation will be used, and 1,077,299 common shares of the Company are scheduled to be delivered. |
| Merger ratio/share exchange ratio | SELF common shares: 0.1291419 shares per 1 share of the wholly owning parent company in the share exchange; SELF Series A preferred shares: 0.8900962 shares per 1 share of the wholly owning parent company in the share exchange. Link and Motivation will be the wholly owning parent company in the share exchange, and SELF will be the wholly owned subsidiary in the share exchange. |
| Number of shares acquired | 1,077,299 common shares of the Company will be delivered. Number of voting rights: Not disclosed |
| Funding arrangements | Treasury shares held by the Company are scheduled to be used as consideration. Method of funding the acquisition with cash: Not disclosed |
| Impact on Business Performance | The impact of this share exchange on the Company's consolidated results is expected to be minor. |
| Date of board resolution | 9 September 2026 |
| Contract Date | 9 September 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Valuation methodology | SELF: DCF method; allocation of equity value to common shares and Series A preferred shares: CVM method; the Company: market price method, using 8 September 2026 as the valuation date and referring to the simple average closing price for the most recent six-month period |
| Independent valuation institution | Bridge Consulting Group Inc. |
| Conditions Precedent to Execution | The Company plans to complete the transaction as a simplified share exchange under Article 796, Paragraph 2 of the Companies Act without obtaining approval at a general meeting of shareholders. SELF plans to obtain consent forms from all shareholders and approve the share exchange agreement by written resolution. |
| Management structure after acquisition | At the Company, which will be the wholly owning parent company in the share exchange, there will be no changes to its name, location, representative, business activities, capital, or fiscal year-end. Treatment of the target company's representative and employees: Not disclosed |
Items this document does not state (8)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageGoodwill amountAmount 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 objective is to enhance the corporate value of the Link and Motivation Group by using SELF Co., Ltd.'s enterprise AI service, SELFBOT, as a transformation service for Motivation Cloud, combining it with the cloud and consulting services of both companies, and cross-selling it to customers. Another objective is to strengthen SELF's financial base and establish a stable operating structure for service delivery.
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