Worth reading
60In 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
163
¥ million (acquisition price of the target company's common shares)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterpartyYamashita Kenshi (山下 健志)
Disclosing companyGMO Pepabo,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
Development and operation of a full-screen e-commerce platform
Location Minato-ku, TokyoShare capital ¥1 million (as of the end of January 2026)Date of incorporation February 2022
Net Sales¥34.451 million (fiscal year ended January 2026)
Operating profit¥9.903 million (fiscal year ended January 2026)
Net income for the current fiscal year¥8.285 million (fiscal year ended January 2026)
Net assets¥5.628 million (fiscal year ended January 2026)
Consideration and expenses
Acquisition priceCommon shares of the target company: ¥163 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥7 million
Impact on Business Performance
The impact of this share acquisition on the Company's consolidated results for the fiscal year ending December 2026 is currently under review. If it becomes necessary to revise the earnings forecast or make any other changes, the Company will promptly disclose them.
Procedures and assumptions
Valuation methodologyDue diligence by external specialists, valuation by a third-party institution, and other methods
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | Yamashita Kenshi (山下 健志) |
| Name of the Subject Company | 株式会社SmartEC |
| Business Description of the Subject Company | Development and operation of a full-screen e-commerce platform |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million (as of the end of January 2026) |
| Date of Establishment of the Subject Company | February 2022 |
| Net Sales of the Subject Company | ¥34.451 million (fiscal year ended January 2026) |
| Operating Profit of the Subject Company | ¥9.903 million (fiscal year ended January 2026) |
| Net Income of the Subject Company | ¥8.285 million (fiscal year ended January 2026) |
| Net Assets of the Subject Company | ¥5.628 million (fiscal year ended January 2026) |
| Acquisition price | Common shares of the target company: ¥163 million |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥7 million |
| Number of shares acquired | 700,000 shares (number of voting rights: 700,000) |
| Voting rights ownership percentage | Before 0％ → after 70.0％ |
| Impact on Business Performance | The impact of this share acquisition on the Company's consolidated results for the fiscal year ending December 2026 is currently under review. If it becomes necessary to revise the earnings forecast or make any other changes, the Company will promptly disclose them. |
| Date of board resolution | 18 May 2026 |
| Contract Date | 18 May 2026 (予定) |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Valuation methodology | Due diligence by external specialists, valuation by a third-party institution, and other methods |
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 acquisition is intended to expand solutions in the Company's e-commerce support business, create business synergies by combining the target company's proprietary technology with the Company's customer base and sales capabilities, expand solutions for medium-sized to large e-commerce stores, and accelerate the growth strategy.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.