Worth reading
75Important
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
121
¥ millions (including an acquisition price of ¥110 million and advisory fees and other expenses of ¥11 million)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in ICS株式会社 (making it a wholly owned subsidiary)CounterpartyGホールディングス株式会社
Disclosing companyfonfun corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Systems development and maintenance for telecommunications networks, engineer staffing services, and telecommunications base-station construction
Location Chuo-ku, TokyoShare capital ¥20 millionDate of incorporation 1 September 2015
Net Sales¥795.655 million (fiscal year ending August 2026, projected)
Operating profit¥29.341 million (fiscal year ending August 2026, projected)
Net income for the current fiscal year¥30.769 million (fiscal year ending August 2026, projected)
Net assets¥194.777 million (fiscal year ending August 2026, projected)
Consideration and expenses
Acquisition price¥110 million (shares of the target company)
Expenses other than the acquisition price¥11 million (advisory fees and other expenses, estimated)
Type of ConsiderationCash
Goodwill amountGoodwill is expected to arise. The amount and amortization period have not been determined at this time.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on the Company's consolidated results for the fiscal year ending March 2027 is currently under review. The Company will promptly disclose any information if disclosure becomes necessary.
Procedures and assumptions
Valuation methodologyThe DCF method (valuation of the equity value by an independent valuation institution) and discussions between the parties
Conditions Precedent to ExecutionThe target company must settle its ¥192.833 million loan receivable from its parent company and other items before closing.
Management structure after acquisitionFollowing the acquisition of the shares, the Company plans to dispatch directors to ICS株式会社. The change of corporate name and employee treatment are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in ICS株式会社 (making it a wholly owned subsidiary) |
| Counterparty name | Gホールディングス株式会社 |
| Name of the Subject Company | ICS株式会社 |
| Business Description of the Subject Company | Systems development and maintenance for telecommunications networks, engineer staffing services, and telecommunications base-station construction |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | 1 September 2015 |
| Net Sales of the Subject Company | ¥795.655 million (fiscal year ending August 2026, projected) |
| Operating Profit of the Subject Company | ¥29.341 million (fiscal year ending August 2026, projected) |
| Net Income of the Subject Company | ¥30.769 million (fiscal year ending August 2026, projected) |
| Net Assets of the Subject Company | ¥194.777 million (fiscal year ending August 2026, projected) |
| Acquisition price | ¥110 million (shares of the target company) |
| Expenses other than the acquisition price | ¥11 million (advisory fees and other expenses, estimated) |
| Type of Consideration | Cash |
| Number of shares acquired | 2,000 shares (number of voting rights: 2,000) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Goodwill amount | Goodwill is expected to arise. The amount and amortization period have not been determined at this time. |
| Impact on Business Performance | The impact on the Company's consolidated results for the fiscal year ending March 2027 is currently under review. The Company will promptly disclose any information if disclosure becomes necessary. |
| Date of board resolution | 29 September 2026 |
| Contract Date | 29 September 2026 |
| Execution Date / Effective Date | 6 October 2026 (scheduled) |
| Valuation methodology | The DCF method (valuation of the equity value by an independent valuation institution) and discussions between the parties |
| Conditions Precedent to Execution | The target company must settle its ¥192.833 million loan receivable from its parent company and other items before closing. |
| Management structure after acquisition | Following the acquisition of the shares, the Company plans to dispatch directors to ICS株式会社. The change of corporate name and employee treatment are not disclosed. |
Items this document does not state (8)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Independent 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.The acquisition is intended to expand highly recurring, subscription-like revenue in the DX solutions business and expand the organization as a corporate group through M&A roll-ups. The transaction is also based on ICS株式会社's established business relationships with major telecommunications carriers and the compatibility of its business with contracted systems development.
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