Worth reading
77Important
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
360692
HIKARI TSUSHIN,INC. common shares (scheduled to be issued)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterpartyName of counterparty
Disclosing companyFTGroup CO.,LTD.
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
Planning, sale and maintenance of information and communications equipment and other products; retail electricity services; line services and other businesses
Location Chuo-ku, TokyoShare capital ¥1,344 million (as of September 2025)Date of incorporation 1 August 1985
Net Sales¥34,625 million (fiscal year ended March 2025)
Operating profit¥9,282 million (fiscal year ended March 2025)
Net income for the current fiscal year¥6,613 million (fiscal year ended March 2025; profit for the period attributable to owners of the parent)
Net assets¥29,842 million (fiscal year ended March 2025; equity attributable to owners of the parent)
Consideration and expenses
Type of ConsiderationShares (0.0300 HIKARI TSUSHIN,INC. common shares for each FTGroup CO.,LTD. share. HIKARI TSUSHIN,INC.'s treasury shares are scheduled to be used, and new common shares are scheduled to be issued if additional shares are required.)
Merger ratio/share exchange ratio1 : 0.0300 (HIKARI TSUSHIN,INC. as the wholly owning parent company in the share exchange; FTGroup CO.,LTD. as the wholly owned subsidiary in the share exchange)
Funding arrangementsRather than cash, HIKARI TSUSHIN,INC.'s treasury shares are scheduled to be used as consideration. If additional shares are required, new common shares are scheduled to be issued
Impact on Business Performance
The impact on the results of both HIKARI TSUSHIN,INC. and FTGroup CO.,LTD. is expected to be immaterial. If it becomes necessary to revise earnings forecasts or make other disclosures, the companies will disclose the information promptly
Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow method. The comparable company analysis method was not used
Independent valuation institutionグローウィン・パートナーズ株式会社, 株式会社青山トラスト会計社
Special CommitteeEstablished. Comprises 3 members: 2 independent outside directors who are Audit and Supervisory Committee members, and 1 outside expert attorney
Conditions Precedent to ExecutionApproval of the share exchange agreement at FTGroup CO.,LTD.'s annual general meeting of shareholders scheduled for 23 June 2026. No shareholder approval is required for HIKARI TSUSHIN,INC. because the transaction is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act
Management structure after acquisitionFTGroup CO.,LTD. will become a wholly owned subsidiary of HIKARI TSUSHIN,INC. The employment and terms and conditions of FTGroup CO.,LTD. employees are expected to be maintained. Changes to the corporate name and representative are Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Name of counterparty |
| Name of the Subject Company | FTGroup CO.,LTD. |
| Business Description of the Subject Company | Planning, sale and maintenance of information and communications equipment and other products; retail electricity services; line services and other businesses |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1,344 million (as of September 2025) |
| Date of Establishment of the Subject Company | 1 August 1985 |
| Net Sales of the Subject Company | ¥34,625 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥9,282 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥6,613 million (fiscal year ended March 2025; profit for the period attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥29,842 million (fiscal year ended March 2025; equity attributable to owners of the parent) |
| Type of Consideration | Shares (0.0300 HIKARI TSUSHIN,INC. common shares for each FTGroup CO.,LTD. share. HIKARI TSUSHIN,INC.'s treasury shares are scheduled to be used, and new common shares are scheduled to be issued if additional shares are required.) |
| Merger ratio/share exchange ratio | 1 : 0.0300 (HIKARI TSUSHIN,INC. as the wholly owning parent company in the share exchange; FTGroup CO.,LTD. as the wholly owned subsidiary in the share exchange) |
| Number of shares acquired | All issued FTGroup CO.,LTD. shares other than those held by HIKARI TSUSHIN,INC. The number of HIKARI TSUSHIN,INC. common shares to be delivered is 360,692 (予定). The number of voting rights is Not disclosed |
| Voting rights ownership percentage | Before 72.58% (held by HIKARI TSUSHIN,INC. and through its wholly owned subsidiary 株式会社HCMAアルファ) → after 100% |
| Funding arrangements | Rather than cash, HIKARI TSUSHIN,INC.'s treasury shares are scheduled to be used as consideration. If additional shares are required, new common shares are scheduled to be issued |
| Impact on Business Performance | The impact on the results of both HIKARI TSUSHIN,INC. and FTGroup CO.,LTD. is expected to be immaterial. If it becomes necessary to revise earnings forecasts or make other disclosures, the companies will disclose the information promptly |
| Date of board resolution | 31 March 2026 |
| Contract Date | 31 March 2026 |
| Execution Date / Effective Date | 1 August 2026 (scheduled) |
| Valuation methodology | Market price method and discounted cash flow method. The comparable company analysis method was not used |
| Independent valuation institution | グローウィン・パートナーズ株式会社, 株式会社青山トラスト会計社 |
| Special Committee | Established. Comprises 3 members: 2 independent outside directors who are Audit and Supervisory Committee members, and 1 outside expert attorney |
| Conditions Precedent to Execution | Approval of the share exchange agreement at FTGroup CO.,LTD.'s annual general meeting of shareholders scheduled for 23 June 2026. No shareholder approval is required for HIKARI TSUSHIN,INC. because the transaction is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act |
| Management structure after acquisition | FTGroup CO.,LTD. will become a wholly owned subsidiary of HIKARI TSUSHIN,INC. The employment and terms and conditions of FTGroup CO.,LTD. employees are expected to be maintained. Changes to the corporate name and representative are Not disclosed |
Items this document does not state (7)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)
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.FTGroup CO.,LTD. expects revenue and operating profit to trend downward from the fiscal year ending March 2026 through the fiscal year ending March 2030. It therefore determined that becoming a wholly owned subsidiary of HIKARI TSUSHIN,INC. and establishing a more flexible and faster decision-making structure would be appropriate for making growth investments, including developing new recurring-revenue businesses, without being swayed by short-term profits. The company also expects to strengthen its sales network by utilizing the HIKARI TSUSHIN Group's assets, technology, personnel and expertise, achieve economies of scale through business integration, and reduce the costs of maintaining its listing.
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