Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
100
% (revenue ratio of the businesses being transferred)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社グロービング吸収分割準備会社
Disclosing companyGlobe-ing Inc.
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
Consulting business and AI business
Location 9-7-1 Akasaka, Minato-ku, TokyoShare capital ¥15 millionDate of incorporation 15 July 2026
Net SalesNot applicable (as the company was established on 15 July 2026, it has no financial position or operating results for the immediately preceding fiscal year)
Operating profitNot applicable (as the company was established on 15 July 2026, it has no financial position or operating results for the immediately preceding fiscal year)
Net income for the current fiscal yearNot applicable (as the company was established on 15 July 2026, it has no financial position or operating results for the immediately preceding fiscal year)
Net assetsNot applicable (as the company was established on 15 July 2026, it has no financial position or operating results for the immediately preceding fiscal year)
Consideration and expenses
Acquisition priceNo cash or other consideration is expected to be paid
Type of ConsiderationNo cash, shares or other consideration will be paid (without consideration)
Impact on Business Performance
The impact of this absorption-type company split on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe necessary approval must be obtained at the Company's annual general meeting of shareholders and the required procedures must be completed. Approval of the absorption-type company split agreement at the annual general meeting of shareholders is also a condition.
Management structure after acquisitionEffective 1 December 2026, the demerged company is scheduled to become WAOホールディングス株式会社, with Fukuda Hiroki (福田浩基) as Representative Director, President and CEO, and its business activities will comprise management of the business activities of Group companies and related matters. The transferee company will become Globe-ing Inc., with Tanaka Kohei (田中耕平) as Representative Director, President and CEO, and its business activities will comprise the consulting business and AI business. The transferee company will assume the employment contracts relating to the transferred businesses.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社グロービング吸収分割準備会社 |
| Name of the Subject Company | 株式会社グロービング吸収分割準備会社 |
| Business Description of the Subject Company | Consulting business and AI business |
| Location of the Subject Company | 9-7-1 Akasaka, Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥15 million |
| Date of Establishment of the Subject Company | 15 July 2026 |
| Net Sales of the Subject Company | Not applicable (as the company was established on 15 July 2026, it has no financial position or operating results for the immediately preceding fiscal year) |
| Operating Profit of the Subject Company | Not applicable (as the company was established on 15 July 2026, it has no financial position or operating results for the immediately preceding fiscal year) |
| Net Income of the Subject Company | Not applicable (as the company was established on 15 July 2026, it has no financial position or operating results for the immediately preceding fiscal year) |
| Net Assets of the Subject Company | Not applicable (as the company was established on 15 July 2026, it has no financial position or operating results for the immediately preceding fiscal year) |
| Acquisition price | No cash or other consideration is expected to be paid |
| Type of Consideration | No cash, shares or other consideration will be paid (without consideration) |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Impact on Business Performance | The impact of this absorption-type company split on the Company's consolidated results will be immaterial. |
| Date of board resolution | 15 July 2026 |
| Contract Date | 15 July 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | The necessary approval must be obtained at the Company's annual general meeting of shareholders and the required procedures must be completed. Approval of the absorption-type company split agreement at the annual general meeting of shareholders is also a condition. |
| Management structure after acquisition | Effective 1 December 2026, the demerged company is scheduled to become WAOホールディングス株式会社, with Fukuda Hiroki (福田浩基) as Representative Director, President and CEO, and its business activities will comprise management of the business activities of Group companies and related matters. The transferee company will become Globe-ing Inc., with Tanaka Kohei (田中耕平) as Representative Director, President and CEO, and its business activities will comprise the consulting business and AI business. The transferee company will assume the employment contracts relating to the transferred businesses. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.The purpose is to strengthen the Group's management functions and accelerate decision-making in each business in anticipation of future M&A and the development of new businesses. The holding company will focus on formulating management strategies, optimizing the allocation of management resources and strengthening governance, while each operating company will conduct its business operations with greater agility.
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