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Execution of a basic agreement for the acquisition of the target business divisions (business acquisition)Counterparty株式会社受験Vアカデミー, 株式会社Vネットワールド, 株式会社ブイ管理システム
Disclosing companyFujisan Magazine Service 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
Cram school business operated by 株式会社受験Vアカデミー, Shane English conversation school business operated by 株式会社Vネットホールディングス, and tenant management business for the classrooms operated by 株式会社受験Vアカデミー and managed by 株式会社Ｖ管理システム
Location Chuo Ward, Fukuoka City, Fukuoka PrefectureShare capital 株式会社受験Vアカデミー: ¥10 million; 株式会社Vネットワールド: ¥35 million; 株式会社ブイ管理システム: ¥15 millionDate of incorporation 株式会社受験Vアカデミー: 10 February 1983; 株式会社Vネットワールド: 30 July 1993; 株式会社ブイ管理システム: 25 April 2021
Net SalesCram school business operated by 株式会社受験Vアカデミー: ¥298.134 million (fiscal year ended November 2025); Shane English conversation school business operated by 株式会社Vネットワールド: ¥118.529 million (fiscal year ended March 2026)
Operating profitCram school business operated by 株式会社受験Vアカデミー: ¥7.912 million (fiscal year ended November 2025); Shane English conversation school business operated by 株式会社Vネットワールド: -¥10.687 million (fiscal year ended March 2026)
Net assetsTarget business divisions: ¥82.828 million (as of the end of February 2026); 株式会社受験Vアカデミー: ¥9.433 million (fiscal year ended November 2025); 株式会社Vネットワールド: -¥1.620 million (fiscal year ended March 2026); 株式会社ブイ管理システム: ¥61.761 million (fiscal year ended October 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty.
Type of ConsiderationCash
Funding arrangementsCash payment from cash and deposits on hand is planned on the business acquisition date.
Goodwill amountAmount: Not disclosed. The purchase price allocation and the amortization periods for goodwill and intangible assets are currently under review.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of this transaction on the Group's consolidated financial results for the fiscal year ending December 2026 is expected to be immaterial.
| Item | Details |
|---|---|
| Transaction name | Execution of a basic agreement for the acquisition of the target business divisions (business acquisition) |
| Counterparty name | 株式会社受験Vアカデミー, 株式会社Vネットワールド, 株式会社ブイ管理システム |
| Name of the Subject Company | Target business divisions (businesses operated and managed by 株式会社受験Vアカデミー, 株式会社Vネットワールド and 株式会社ブイ管理システム) |
| Business Description of the Subject Company | Cram school business operated by 株式会社受験Vアカデミー, Shane English conversation school business operated by 株式会社Vネットホールディングス, and tenant management business for the classrooms operated by 株式会社受験Vアカデミー and managed by 株式会社Ｖ管理システム |
| Location of the Subject Company | Chuo Ward, Fukuoka City, Fukuoka Prefecture |
| Capital Stock of the Subject Company | 株式会社受験Vアカデミー: ¥10 million; 株式会社Vネットワールド: ¥35 million; 株式会社ブイ管理システム: ¥15 million |
| Date of Establishment of the Subject Company | 株式会社受験Vアカデミー: 10 February 1983; 株式会社Vネットワールド: 30 July 1993; 株式会社ブイ管理システム: 25 April 2021 |
| Net Sales of the Subject Company | Cram school business operated by 株式会社受験Vアカデミー: ¥298.134 million (fiscal year ended November 2025); Shane English conversation school business operated by 株式会社Vネットワールド: ¥118.529 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Cram school business operated by 株式会社受験Vアカデミー: ¥7.912 million (fiscal year ended November 2025); Shane English conversation school business operated by 株式会社Vネットワールド: -¥10.687 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | Target business divisions: ¥82.828 million (as of the end of February 2026); 株式会社受験Vアカデミー: ¥9.433 million (fiscal year ended November 2025); 株式会社Vネットワールド: -¥1.620 million (fiscal year ended March 2026); 株式会社ブイ管理システム: ¥61.761 million (fiscal year ended October 2025) |
| Acquisition price | Not disclosed at the request of the counterparty. |
| Type of Consideration | Cash |
| Funding arrangements | Cash payment from cash and deposits on hand is planned on the business acquisition date. |
| Goodwill amount | Amount: Not disclosed. The purchase price allocation and the amortization periods for goodwill and intangible assets are currently under review. |
| Impact on Business Performance | The impact of this transaction on the Group's consolidated financial results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 30 June 2026 |
| Contract Date | 30 June 2026 (basic agreement) |
| Execution Date / Effective Date | Around the end of September 2026 (予定) |
Items this document does not state (14)
Net Income 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 percentageAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition
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 objective is to provide students in the target business divisions with ancillary services from the Group, including the "精鋭オンライン" program, intensive courses for medical and other highly competitive university faculties, online study rooms and university-specific examination preparation classes, and to establish a service model that can eventually be offered on a franchise basis to locally focused cram school and self-study room operators nationwide.
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