Komori
M&A and Subsidiary Changes246AASUA Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of a New Company

The company will establish a wholly owned subsidiary providing job placement, registered support and educational support for foreign nationals. The new company is expected to use the international students enrolled at 株式会社JCL and its network of educational institutions to provide integrated services ranging from recruitment to retention support.

Worth reading
33Immaterial
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
10
¥ million (planned capital of the new company)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

New Company Formation
Disclosing companyASUA Inc.
株式会社 GLOBAL PORTA (provisional name)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Fee-based employment placement services (foreign nationals), registered support services, educational support services and related businesses

Location Kyoto, Kyoto Prefecture (予定)Share capital Capital of target companyDate of incorporation December 2026 (scheduled)
Impact on Business Performance

The impact on consolidated results for the current fiscal year will be minor. Over the medium to long term, the company expects this to contribute to the growth of the global HR business and enhancement of corporate value.

Procedures and assumptions
Conditions Precedent to ExecutionThe fee-based employment placement business is scheduled to begin after obtaining a licence from the Minister of Health, Labour and Welfare. The start date will be determined based on the status of obtaining the licence and other factors.
Management structure after acquisitionCorporate name: 株式会社 GLOBAL PORTA (provisional name); representative: Niimi Yutaro (新美 佑太郎) (予定); shareholder: the company, 100%. Employee terms and conditions: not disclosed.
This transaction
ItemDetails
Transaction nameNew Company Formation
Name of the Subject Company株式会社 GLOBAL PORTA (provisional name)
Business Description of the Subject CompanyFee-based employment placement services (foreign nationals), registered support services, educational support services and related businesses
Location of the Subject CompanyKyoto, Kyoto Prefecture (予定)
Capital Stock of the Subject CompanyCapital of target company
Date of Establishment of the Subject CompanyDecember 2026 (scheduled)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on consolidated results for the current fiscal year will be minor. Over the medium to long term, the company expects this to contribute to the growth of the global HR business and enhancement of corporate value.
Date of board resolution13 November 2026
Execution Date / Effective DateDecember 2026 (scheduled)
Conditions Precedent to ExecutionThe fee-based employment placement business is scheduled to begin after obtaining a licence from the Minister of Health, Labour and Welfare. The start date will be determined based on the status of obtaining the licence and other factors.
Management structure after acquisitionCorporate name: 株式会社 GLOBAL PORTA (provisional name); representative: Niimi Yutaro (新美 佑太郎) (予定); shareholder: the company, 100%. Employee terms and conditions: not disclosed.
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.

To use the international students enrolled at 株式会社JCL and its network of educational institutions to support employment and career development for foreign nationals and help companies address labour shortages. The company aims to bring referral revenue previously earned by external providers into the group and eventually expand the business to other Japanese-language educational institutions.

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 Establishment of a New Company | ASUA Inc. (246A) timely disclosure | Komori