Worth reading
72In focus
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
2100
Millions of yenWording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyKomura Kazuki (小村 和輝), DNX Partners 3 Limited Liability Partnership for Investment, Aozora HYBRID3 Limited Liability Partnership for Investment, Other existing shareholders of Siiibo証券株式会社 (individual names not disclosed)
Disclosing companyMetaplanet Inc.
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
Financial Instruments Business (Type I Financial Instruments Business) Operation of a securities platform focused on corporate bonds
Location Chuo-ku, TokyoShare capital ¥1,627 million (as of the end of December 2025)Date of incorporation January 2019
Net Sales¥156.417 million (fiscal year ended December 2025, operating revenue)
Net income for the current fiscal year¥(175.357) million (fiscal year ended December 2025)
Net assets¥587.249 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥2,100 million
Type of ConsiderationCash
Funding arrangementsPrimarily cash on hand and borrowings, supplemented as necessary by a borrowing facility secured by bitcoin holdings, with a maximum limit of US$500 million
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyA comprehensive assessment based on Siiibo証券株式会社's recent financial position, earnings performance, customer and issuer base, and other factors, valuation methods based on its future business plan and earnings outlook, due diligence, and discussions and negotiations with the sellers
Conditions Precedent to ExecutionThe change of corporate name is subject to the approval and adoption of the necessary amendments to the articles of incorporation at a general meeting of shareholders of Siiibo証券株式会社 to be held after closing.
Management structure after acquisitionAfter closing, following the prescribed procedures, the company is expected to change its corporate name to 株式会社メタプラネット証券, and Metaplanet plans to appoint 2 directors to the company. The grant of performance-linked stock options to Siiibo証券株式会社's officers and employees is also under consideration.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Komura Kazuki (小村 和輝), DNX Partners 3 Limited Liability Partnership for Investment, Aozora HYBRID3 Limited Liability Partnership for Investment, Other existing shareholders of Siiibo証券株式会社 (individual names not disclosed) |
| Name of the Subject Company | Siiibo 証券株式会社 |
| Business Description of the Subject Company | Financial Instruments Business (Type I Financial Instruments Business) Operation of a securities platform focused on corporate bonds |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1,627 million (as of the end of December 2025) |
| Date of Establishment of the Subject Company | January 2019 |
| Net Sales of the Subject Company | ¥156.417 million (fiscal year ended December 2025, operating revenue) |
| Net Income of the Subject Company | ¥(175.357) million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥587.249 million (fiscal year ended December 2025) |
| Acquisition price | ¥2,100 million |
| Type of Consideration | Cash |
| Number of shares acquired | 296,476 shares (planned) (all issued shares, comprising all common shares, Class A preferred shares, Class B preferred shares and Class C preferred shares, including common shares issued upon the exercise of existing stock options); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Funding arrangements | Primarily cash on hand and borrowings, supplemented as necessary by a borrowing facility secured by bitcoin holdings, with a maximum limit of US$500 million |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 12 June 2026 (date of Executive Committee decision) |
| Contract Date | 12 June 2026 |
| Execution Date / Effective Date | 13 July 2026 (planned; planned date for execution of the share transfer and closing). Completion of the procedures to make the company a wholly owned subsidiary is scheduled for late August 2026. |
| Valuation methodology | A comprehensive assessment based on Siiibo証券株式会社's recent financial position, earnings performance, customer and issuer base, and other factors, valuation methods based on its future business plan and earnings outlook, due diligence, and discussions and negotiations with the sellers |
| Conditions Precedent to Execution | The change of corporate name is subject to the approval and adoption of the necessary amendments to the articles of incorporation at a general meeting of shareholders of Siiibo証券株式会社 to be held after closing. |
| Management structure after acquisition | After closing, following the prescribed procedures, the company is expected to change its corporate name to 株式会社メタプラネット証券, and Metaplanet plans to appoint 2 directors to the company. The grant of performance-linked stock options to Siiibo証券株式会社's officers and employees is also under consideration. |
Items this document does not state (10)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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 implement Project Nova, which is centered on bitcoin, by incorporating Siiibo証券株式会社's Type I Financial Instruments Business registration, corporate bond platform and customer base, thereby facilitating the development and sale of BTC-linked financial products and digital financial products and expanding the earnings base of the financial services business.
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