Worth reading
38Recurring
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
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Conditional
How definitive the wording is.This transaction
This mergerCounterpartyグラフテック株式会社, Graphtec America, Inc., シルエットジャパン株式会社, Silhouette America, Inc.
Disclosing companyAi Holdings Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Product planning, development and design, production management, quality control, and sales in Japan and the Asia-Pacific market for Silhouette small-format cutting machines and related products, Sales of cutting solutions for consumers
Location Totsuka-ku, Yokohama, Kanagawa Prefecture, United StatesShare capital ¥90 million, US$500 thousandDate of incorporation 1 November 2022, 2009/09/22
Net Sales¥1,413 million (fiscal year ended June 2025), US$45,606 thousand (fiscal year ended June 2025)
Operating profitOperating loss of ¥11 million (fiscal year ended June 2025), Operating loss of US$1,761 thousand (fiscal year ended June 2025)
Net income for the current fiscal yearNet income of ¥27 million (fiscal year ended June 2025), Net loss of US$1,217 thousand (fiscal year ended June 2025)
Net assetsNet assets of ¥141 million (fiscal year ended June 2025), Net assets of US$61,102 thousand (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceNo shares will be allotted and no other consideration will be paid.
Type of ConsiderationNo consideration
Merger ratio/share exchange ratioNot applicable. グラフテック株式会社 and Graphtec America, Inc. will be the surviving companies.
Impact on Business Performance
The impact on consolidated full-year results for the fiscal year ending June 2026 is expected to be immaterial.
Procedures and assumptions
Management structure after acquisitionFollowing the mergers, there will be no changes to the names, locations, representatives, business activities, or capital of the surviving companies.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | グラフテック株式会社, Graphtec America, Inc., シルエットジャパン株式会社, Silhouette America, Inc. |
| Name of the Subject Company | シルエットジャパン株式会社, Silhouette America, Inc. |
| Business Description of the Subject Company | Product planning, development and design, production management, quality control, and sales in Japan and the Asia-Pacific market for Silhouette small-format cutting machines and related products, Sales of cutting solutions for consumers |
| Location of the Subject Company | Totsuka-ku, Yokohama, Kanagawa Prefecture, United States |
| Capital Stock of the Subject Company | ¥90 million, US$500 thousand |
| Date of Establishment of the Subject Company | 1 November 2022, 2009/09/22 |
| Net Sales of the Subject Company | ¥1,413 million (fiscal year ended June 2025), US$45,606 thousand (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥11 million (fiscal year ended June 2025), Operating loss of US$1,761 thousand (fiscal year ended June 2025) |
| Net Income of the Subject Company | Net income of ¥27 million (fiscal year ended June 2025), Net loss of US$1,217 thousand (fiscal year ended June 2025) |
| Net Assets of the Subject Company | Net assets of ¥141 million (fiscal year ended June 2025), Net assets of US$61,102 thousand (fiscal year ended June 2025) |
| Acquisition price | No shares will be allotted and no other consideration will be paid. |
| Type of Consideration | No consideration |
| Merger ratio/share exchange ratio | Not applicable. グラフテック株式会社 and Graphtec America, Inc. will be the surviving companies. |
| Voting rights ownership percentage | Before グラフテック株式会社: 100% owned by the Company; Graphtec America, Inc.: 100% owned by グラフテック株式会社; シルエットジャパン株式会社: 100% owned by Silhouette America, Inc.; Silhouette America, Inc.: 100% owned by Graphtec America, Inc. (after not disclosed) |
| Impact on Business Performance | The impact on consolidated full-year results for the fiscal year ending June 2026 is expected to be immaterial. |
| Date of board resolution | 15 May 2026 |
| Execution Date / Effective Date | Scheduled for the end of June 2026 |
| Management structure after acquisition | Following the mergers, there will be no changes to the names, locations, representatives, business activities, or capital of the surviving companies. |
Items this document does not state (13)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 integrate business strategies and management resources, reduce expenses, and improve the efficiency of business operations. The Company aims to enhance competitiveness and profitability as a result.
How to read this page
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