Worth reading
58In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
1
yen (consideration for this absorption-type company split)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This absorption-type company split (company split, simplified absorption-type company split)Counterpartyxxx (Agy) Co., Ltd.
Disclosing companyValueCommerce Co.,Ltd.
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
Business related to the hotel property management system (PMS) provided by the company under the name DYNA PMS
Net Sales¥739 million (fiscal year ended December 2025)
Operating profitOperating loss: ¥92 million (January to September 2026)
Consideration and expenses
Acquisition price¥1 (planned)
Type of ConsiderationCash (¥1)
Amount of extraordinary income (loss)Extraordinary loss of approximately ¥20 million (expected to be recorded on the effective date)
Impact on Business Performance
The company expects to record an extraordinary loss of approximately ¥20 million on the effective date. The actual amount will be finalised after reflecting changes in the assets and liabilities transferred up to the effective date.
Procedures and assumptions
Valuation methodologyNo valuation report was obtained from a valuation institution. The consideration was determined through discussions and negotiations based on the terms proposed by Agy.
Independent valuation institutionNo valuation report was obtained from a valuation institution.
Conditions Precedent to ExecutionAs the transaction qualifies as a simplified company split under Article 784, Paragraph 2 of the Companies Act, the company plans to carry out the split without obtaining approval by resolution at a shareholders' meeting.
Management structure after acquisitionThere will be no changes to the company's corporate name, head office location, representative, business activities, capital or fiscal year-end. There will also be no changes to the name, location, representative, business activities, capital or fiscal year-end of Agy, the successor company. Agy will assume the employment contracts and other employment-related rights and obligations of the employees involved in this business.
| Item | Details |
|---|---|
| Transaction name | This absorption-type company split (company split, simplified absorption-type company split) |
| Counterparty name | xxx (Agy) Co., Ltd. |
| Business Description of the Subject Company | Business related to the hotel property management system (PMS) provided by the company under the name DYNA PMS |
| Net Sales of the Subject Company | ¥739 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss: ¥92 million (January to September 2026) |
| Acquisition price | ¥1 (planned) |
| Type of Consideration | Cash (¥1) |
| Amount of extraordinary income (loss) | Extraordinary loss of approximately ¥20 million (expected to be recorded on the effective date) |
| Impact on Business Performance | The company expects to record an extraordinary loss of approximately ¥20 million on the effective date. The actual amount will be finalised after reflecting changes in the assets and liabilities transferred up to the effective date. |
| Date of board resolution | 29 October 2026 |
| Contract Date | 30 October 2026 (予定) |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Valuation methodology | No valuation report was obtained from a valuation institution. The consideration was determined through discussions and negotiations based on the terms proposed by Agy. |
| Independent valuation institution | No valuation report was obtained from a valuation institution. |
| Conditions Precedent to Execution | As the transaction qualifies as a simplified company split under Article 784, Paragraph 2 of the Companies Act, the company plans to carry out the split without obtaining approval by resolution at a shareholders' meeting. |
| Management structure after acquisition | There will be no changes to the company's corporate name, head office location, representative, business activities, capital or fiscal year-end. There will also be no changes to the name, location, representative, business activities, capital or fiscal year-end of Agy, the successor company. Agy will assume the employment contracts and other employment-related rights and obligations of the employees involved in this business. |
Items this document does not state (16)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 arrangementsGoodwill amountSpecial 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 purpose is to review the business portfolio and allocation of management resources and advance the selection and concentration of businesses. The company also expects that using Agy's business infrastructure and expertise in the accommodation SaaS business will support the stable provision of DYNA PMS services and enhance their value.
How to read this page
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