Worth reading
38Recurring
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
The mergerCounterpartyしょうわ出版株式会社, クリエイト研究会株式会社
Disclosing companyFujisan Magazine Service Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Execution Date / Effective DateEnd of May 2026 (scheduled)
Target company
Publication and sale of loose-leaf books, cram schools, and preparatory schools for entrance examinations to highly selective universities and medical schools
Location しょうわ出版株式会社: 16-11 Nanpeidai-cho, Shibuya-ku, Tokyo; クリエイト研究会株式会社: Nakamura Building, 4-20 Bettei-cho, Ibaraki, OsakaShare capital しょうわ出版株式会社: ¥45.1 million; クリエイト研究会株式会社: ¥3 millionDate of incorporation しょうわ出版株式会社: 14 February 2019; クリエイト研究会株式会社: 31 March 2025
Consideration and expenses
Type of ConsiderationNo cash or shares will be allocated
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at shareholders' meetings to approve the merger agreement (each subsidiary), scheduled for 27 April 2026
Management structure after acquisitionThe surviving company will be しょうわ出版株式会社. It is scheduled to change its trade name to Fujisan Academia Group Co., Ltd. at the end of May 2026. The representative director will be 佐藤鉄平. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | The merger |
| Counterparty name | しょうわ出版株式会社, クリエイト研究会株式会社 |
| Name of the Subject Company | しょうわ出版株式会社 and クリエイト研究会株式会社 |
| Business Description of the Subject Company | Publication and sale of loose-leaf books, cram schools, and preparatory schools for entrance examinations to highly selective universities and medical schools |
| Location of the Subject Company | しょうわ出版株式会社: 16-11 Nanpeidai-cho, Shibuya-ku, Tokyo; クリエイト研究会株式会社: Nakamura Building, 4-20 Bettei-cho, Ibaraki, Osaka |
| Capital Stock of the Subject Company | しょうわ出版株式会社: ¥45.1 million; クリエイト研究会株式会社: ¥3 million |
| Date of Establishment of the Subject Company | しょうわ出版株式会社: 14 February 2019; クリエイト研究会株式会社: 31 March 2025 |
| Type of Consideration | No cash or shares will be allocated |
| Voting rights ownership percentage | Before 100% (both しょうわ出版株式会社 and クリエイト研究会株式会社 are wholly owned by the Company) → after 100% (Fujisan Academia Group after the merger) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Execution Date / Effective Date | End of May 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at shareholders' meetings to approve the merger agreement (each subsidiary), scheduled for 27 April 2026 |
| Management structure after acquisition | The surviving company will be しょうわ出版株式会社. It is scheduled to change its trade name to Fujisan Academia Group Co., Ltd. at the end of May 2026. The representative director will be 佐藤鉄平. Treatment of employees: Not disclosed |
Items this document does not state (19)
Net 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 priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract 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 streamline the management structure, accelerate decision-making and strengthen business competitiveness. The change is also intended to clarify that the group is focused on Edtech services, enhance the group's sense of unity, and promote business growth and increased corporate value.
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