Worth reading
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Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社Ｍｅｗｃｋｅｔ
Disclosing companyJ.S.B.Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
AI talent platform business and hackathon operations
Location 1-6-1 Nishi-Shinjuku, Shinjuku-ku, TokyoShare capital ¥122 millionDate of incorporation 9 August 2016
Net Sales¥1 million (fiscal year ended October 2025, non-consolidated)
Operating profit-¥5 million (fiscal year ended October 2025, non-consolidated)
Net income for the current fiscal year-¥3 million (fiscal year ended October 2025, non-consolidated)
Net assets¥68 million (fiscal year ended October 2025, non-consolidated)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be allotted in connection with this merger)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no allocation)
Impact on Business Performance
The impact of this merger on the Company's consolidated results for the current fiscal year will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionFor the Company, this merger is a simplified merger under Article 796, Paragraph 2 of the Companies Act, and for 株式会社Ｍｅｗｃｋｅｔ, it is a short-form merger under Article 784, Paragraph 1 of the Companies Act. Accordingly, neither company will hold a general meeting of shareholders to approve the absorption-type merger agreement.
Management structure after acquisitionThere will be no changes to the Company's name, location, representative, business activities, capital or fiscal year-end as a result of this merger.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社Ｍｅｗｃｋｅｔ |
| Name of the Subject Company | 株式会社Ｍｅｗｃｋｅｔ |
| Business Description of the Subject Company | AI talent platform business and hackathon operations |
| Location of the Subject Company | 1-6-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥122 million |
| Date of Establishment of the Subject Company | 9 August 2016 |
| Net Sales of the Subject Company | ¥1 million (fiscal year ended October 2025, non-consolidated) |
| Operating Profit of the Subject Company | -¥5 million (fiscal year ended October 2025, non-consolidated) |
| Net Income of the Subject Company | -¥3 million (fiscal year ended October 2025, non-consolidated) |
| Net Assets of the Subject Company | ¥68 million (fiscal year ended October 2025, non-consolidated) |
| Acquisition price | Not applicable (no new shares will be issued and no cash or other consideration will be allotted in connection with this merger) |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be allotted in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (no allocation) |
| Voting rights ownership percentage | Before 100％ → after Not applicable (the target company will be dissolved through the absorption-type merger) |
| Impact on Business Performance | The impact of this merger on the Company's consolidated results for the current fiscal year will be minor. |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 |
| Execution Date / Effective Date | 1 August 2026 (scheduled) |
| Conditions Precedent to Execution | For the Company, this merger is a simplified merger under Article 796, Paragraph 2 of the Companies Act, and for 株式会社Ｍｅｗｃｋｅｔ, it is a short-form merger under Article 784, Paragraph 1 of the Companies Act. Accordingly, neither company will hold a general meeting of shareholders to approve the absorption-type merger agreement. |
| Management structure after acquisition | There will be no changes to the Company's name, location, representative, business activities, capital or fiscal year-end as a result of this merger. |
Items this document does not state (11)
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)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.To improve management efficiency, optimize management resources, and enhance corporate value across the Group.
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