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M&A and Subsidiary Changes2330Forside Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares and Changes in Specified Subsidiaries

Foreside will acquire 50 issued shares of マカルーデジタル, making it a wholly owned subsidiary. As a result, マカルーデジタル will become a specified subsidiary of Foreside.

Worth reading
69In 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
79
¥ million (total of the acquisition price and advisory fees and other costs)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
CounterpartyHishikawa Takuro (菱川 拓郎), Usami Takahiro (宇佐見 貴広), Suwa Sho (諏訪 奨), Sasaki Tao (佐々木 多生)
Disclosing companyForside Co.,Ltd.
株式会社マカルーデジタルVoting rights ownership percentageNumber of shares acquired 50 shares (number of voting rights: 50)

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

Development, research and sale of homepage-related software, and related activities Planning, production, management and operation of homepages Hosting services

Location Setagaya-ku, TokyoShare capital ¥4 millionDate of incorporation 13 August 2012
Net Sales¥142.470 million (fiscal year ended July 2025)
Operating profit¥5.400 million (fiscal year ended July 2025)
Net income for the current fiscal year¥5.428 million (fiscal year ended July 2025)
Net assets¥2.746 million (fiscal year ended July 2025)
Consideration and expenses
Acquisition price50 million yen for the common shares of マカルーデジタル
Expenses other than the acquisition price¥29 million in advisory fees and other costs
Type of ConsiderationCash (acquisition price of common shares)
Impact on Business Performance

The impact of this share acquisition on consolidated results for the current fiscal year is currently under review. If it becomes necessary to revise the earnings forecast or any matter requiring disclosure arises, the company will disclose it promptly.

Procedures and assumptions
Independent valuation institution株式会社MIコンサルティング (現:株式会社船井総研あがたFAS)
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Counterparty nameHishikawa Takuro (菱川 拓郎), Usami Takahiro (宇佐見 貴広), Suwa Sho (諏訪 奨), Sasaki Tao (佐々木 多生)
Name of the Subject Company株式会社マカルーデジタル
Business Description of the Subject CompanyDevelopment, research and sale of homepage-related software, and related activities Planning, production, management and operation of homepages Hosting services
Location of the Subject CompanySetagaya-ku, Tokyo
Capital Stock of the Subject Company¥4 million
Date of Establishment of the Subject Company13 August 2012
Net Sales of the Subject Company¥142.470 million (fiscal year ended July 2025)
Operating Profit of the Subject Company¥5.400 million (fiscal year ended July 2025)
Net Income of the Subject Company¥5.428 million (fiscal year ended July 2025)
Net Assets of the Subject Company¥2.746 million (fiscal year ended July 2025)
Acquisition price50 million yen for the common shares of マカルーデジタル
Expenses other than the acquisition price¥29 million in advisory fees and other costs
Type of ConsiderationCash (acquisition price of common shares)
Number of shares acquired50 shares (number of voting rights: 50)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on consolidated results for the current fiscal year is currently under review. If it becomes necessary to revise the earnings forecast or any matter requiring disclosure arises, the company will disclose it promptly.
Date of board resolution4 September 2026
Contract Date4 September 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Independent valuation institution株式会社MIコンサルティング (現:株式会社船井総研あがたFAS)
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologySpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

To bring into the group specialized technical capabilities and expertise in website development and operation and cloud infrastructure, which are currently lacking within the group, thereby strengthening its digital foundation, enhancing its ability to disseminate information, expanding its business domains and creating group synergies. In addition, to strengthen the target company's business foundation using the management resources and expertise of the Foreside Group, leading to growth and increased corporate value.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares and Changes in Specified Subsidiaries | Forside Co.,Ltd. (2330) timely disclosure | Komori