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M&A and Subsidiary Changes2323fonfun corporationInformation and Communications, Services and Others

Notice Regarding the Acquisition of the Customer Staffing Business of Inside Growth Co., Ltd. by Consolidated Subsidiary YNP Co., Ltd.

YNP, a consolidated subsidiary, will assume the customer staffing business and related recruitment placement business from インサイドグロース株式会社 through an absorption-type company split. The consideration for the company split will be ¥325 million in cash, and the effective date is scheduled for 1 October 2026.

Worth reading
69In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
325
¥ million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)Inside Growth Co., Ltd.
Disclosing companyfonfun corporation
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Staffing services, recruitment placement services, SES services, new business support services and insurance agency services

Location Chiyoda-ku, TokyoShare capital ¥50 millionDate of incorporation 18 March 2004
Net Sales¥3,787 million (fiscal year ended March 2026)
Operating profit¥47 million (fiscal year ended March 2026)
Net income for the current fiscal year¥33 million (fiscal year ended March 2026)
Net assets¥443 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥325 million
Type of ConsiderationCash
Goodwill amountPositive goodwill of approximately ¥325 million. The amortization period has not yet been determined.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The transaction is expected to have a material impact on the Company's consolidated results, but the amount of the impact for the fiscal year ending March 2027 has not been determined and is not included in the current consolidated earnings forecasts.

Procedures and assumptions
Valuation methodologyDiscounted cash flow method (DCF method)
Independent valuation institutionShimoda Certified Public Accountant Office (Representative: Certified Public Accountant Shimoda Masaharu (下田雅治))
Conditions Precedent to ExecutionCompletion of the public notice in the Official Gazette and the period for filing objections in connection with creditor protection procedures. A resolution by the shareholders' meeting of インサイドグロース株式会社 is not required because this is a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act.
Management structure after acquisitionThere will be no change to YNP's management structure following this absorption-type company split, and Matsui Miyako (松井都) will remain its Representative Director. YNP's name may be changed, and the target business's customer staffing business will be added to YNP's business activities.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameInside Growth Co., Ltd.
Name of the Subject CompanyInside Growth Co., Ltd.
Business Description of the Subject CompanyStaffing services, recruitment placement services, SES services, new business support services and insurance agency services
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company18 March 2004
Net Sales of the Subject Company¥3,787 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥47 million (fiscal year ended March 2026)
Net Income of the Subject Company¥33 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥443 million (fiscal year ended March 2026)
Acquisition price¥325 million
Type of ConsiderationCash
Goodwill amountPositive goodwill of approximately ¥325 million. The amortization period has not yet been determined.
Impact on Business PerformanceThe transaction is expected to have a material impact on the Company's consolidated results, but the amount of the impact for the fiscal year ending March 2027 has not been determined and is not included in the current consolidated earnings forecasts.
Date of board resolution24 August 2026
Contract Date24 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Valuation methodologyDiscounted cash flow method (DCF method)
Independent valuation institutionShimoda Certified Public Accountant Office (Representative: Certified Public Accountant Shimoda Masaharu (下田雅治))
Conditions Precedent to ExecutionCompletion of the public notice in the Official Gazette and the period for filing objections in connection with creditor protection procedures. A resolution by the shareholders' meeting of インサイドグロース株式会社 is not required because this is a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act.
Management structure after acquisitionThere will be no change to YNP's management structure following this absorption-type company split, and Matsui Miyako (松井都) will remain its Representative Director. YNP's name may be changed, and the target business's customer staffing business will be added to YNP's business activities.
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount 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 expand the corporate group and advance M&A roll-ups in the DX solutions field. By combining the target business's customer base and operations with YNP's ability to utilize human resources, the Company aims to strengthen its human resources base, optimize personnel utilization and improve the earnings power of the Group as a whole.

How to read this page

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Notice Regarding the Acquisition of the Customer Staffing Business of Inside Growth Co., Ltd. by Consolidated Subsidiary YNP Co., Ltd. | fonfun corporation (2323) timely disclosure | Komori