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How definitive the wording is.This transaction
This Share Transfer / This Share Exchange (This Integration)CounterpartyGMO Internet Group, Inc., GMOメイクショップ株式会社
Disclosing companyGMO Pepabo,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Provision of “makeshop byGMO,” an e-commerce platform supporting online shops, and related services
Location Shibuya-ku, TokyoShare capital ¥50 millionDate of incorporation 22 September 2004
Net Sales¥5,216 million (fiscal year ended December 2025)
Operating profit¥561 million (fiscal year ended December 2025)
Net income for the current fiscal year¥352 million (fiscal year ended December 2025)
Net assets¥2,802 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUndetermined at present
Type of ConsiderationOrdinary shares of the holding company, Class A shares without voting rights, or both are contemplated. The proportions and details have not yet been determined.
Merger ratio/share exchange ratioThe ratio for This Share Transfer is 1 share of GMOペパボ株式会社 to 1 share of GMO AI コマースホールディングス株式会社. The share exchange ratio for This Integration and the allocation details on the surviving company and wholly owning parent company sides have not yet been determined. GMO AI コマースホールディングス株式会社 will be the wholly owning parent company in the share exchange.
Goodwill amountNo goodwill is expected to arise from This Share Transfer. The accounting treatment for This Integration will be determined after the terms are finalized.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of This Share Transfer on the consolidated results of the consolidated group is expected to be immaterial. If any matters requiring disclosure arise, including matters concerning the impact of This Integration on results, they will be disclosed promptly.
Procedures and assumptions
Valuation methodologyNo third-party appraisal institution has calculated the share transfer ratio for This Share Transfer. Before the terms of This Integration are finalized, an independent third-party appraisal institution will calculate the share value, including obtaining a fairness opinion if necessary.
Special CommitteeEstablished. As of 24 September 2026, it consists of 3 independent outside directors who are Audit and Supervisory Committee members and independent of the Company, GMO Internet Group, Inc. and other relevant parties: Shishido Kazuki (宍戸一樹), Amemiya Yuichi (雨宮雄一) and Yamauchi Mari (山内真理). A holding company special committee consisting of the same members is scheduled to be established before the terms of This Integration are finalized.
Conditions Precedent to ExecutionThis Share Transfer is subject to approval of the share transfer plan at the Company’s extraordinary general meeting of shareholders scheduled for 19 January 2027 and completion of the required procedures. This Integration is subject to execution of the share exchange agreement, approval at the holding company’s general meeting of shareholders and completion of other required procedures.
Management structure after acquisitionThe holding company’s corporate name is scheduled to be GMO AI コマースホールディングス株式会社, and its representative director and president is scheduled to be Sato Kentaro (佐藤健太郎). Existing businesses are scheduled to continue operating under the holding company. The treatment of GMOメイクショップ株式会社’s representative and employees has not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This Share Transfer / This Share Exchange (This Integration) |
| Counterparty name | GMO Internet Group, Inc., GMOメイクショップ株式会社 |
| Name of the Subject Company | GMOメイクショップ株式会社 |
| Business Description of the Subject Company | Provision of “makeshop byGMO,” an e-commerce platform supporting online shops, and related services |
| Location of the Subject Company | Shibuya-ku, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 22 September 2004 |
| Net Sales of the Subject Company | ¥5,216 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥561 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥352 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥2,802 million (fiscal year ended December 2025) |
| Acquisition price | Undetermined at present |
| Type of Consideration | Ordinary shares of the holding company, Class A shares without voting rights, or both are contemplated. The proportions and details have not yet been determined. |
| Merger ratio/share exchange ratio | The ratio for This Share Transfer is 1 share of GMOペパボ株式会社 to 1 share of GMO AI コマースホールディングス株式会社. The share exchange ratio for This Integration and the allocation details on the surviving company and wholly owning parent company sides have not yet been determined. GMO AI コマースホールディングス株式会社 will be the wholly owning parent company in the share exchange. |
| Number of shares acquired | 40,800 shares (all issued shares of GMOメイクショップ株式会社, scheduled). Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before GMO Internet Group, Inc. 99.00%; Other 1.00% (major shareholders of GMOメイクショップ株式会社) → after The holding company is scheduled to acquire all shares of GMOメイクショップ株式会社, making it a wholly owned subsidiary. No numerical ownership percentage is specified. |
| Goodwill amount | No goodwill is expected to arise from This Share Transfer. The accounting treatment for This Integration will be determined after the terms are finalized. |
| Impact on Business Performance | The impact of This Share Transfer on the consolidated results of the consolidated group is expected to be immaterial. If any matters requiring disclosure arise, including matters concerning the impact of This Integration on results, they will be disclosed promptly. |
| Date of board resolution | 13 November 2026 |
| Execution Date / Effective Date | This Share Transfer: 1 April 2027 (scheduled). The implementation date for This Integration has not yet been determined. |
| Valuation methodology | No third-party appraisal institution has calculated the share transfer ratio for This Share Transfer. Before the terms of This Integration are finalized, an independent third-party appraisal institution will calculate the share value, including obtaining a fairness opinion if necessary. |
| Special Committee | Established. As of 24 September 2026, it consists of 3 independent outside directors who are Audit and Supervisory Committee members and independent of the Company, GMO Internet Group, Inc. and other relevant parties: Shishido Kazuki (宍戸一樹), Amemiya Yuichi (雨宮雄一) and Yamauchi Mari (山内真理). A holding company special committee consisting of the same members is scheduled to be established before the terms of This Integration are finalized. |
| Conditions Precedent to Execution | This Share Transfer is subject to approval of the share transfer plan at the Company’s extraordinary general meeting of shareholders scheduled for 19 January 2027 and completion of the required procedures. This Integration is subject to execution of the share exchange agreement, approval at the holding company’s general meeting of shareholders and completion of other required procedures. |
| Management structure after acquisition | The holding company’s corporate name is scheduled to be GMO AI コマースホールディングス株式会社, and its representative director and president is scheduled to be Sato Kentaro (佐藤健太郎). Existing businesses are scheduled to continue operating under the holding company. The treatment of GMOメイクショップ株式会社’s representative and employees has not been disclosed. |
Items this document does not state (8)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Contract DateIndependent valuation institution
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 respond to changes in the business environment, including the spread of generative AI, and to make the allocation of management resources more agile by separating management strategy functions from business execution functions. In addition, the companies aim to combine their businesses with GMOメイクショップ株式会社 to create an e-commerce platform group supporting businesses ranging from individuals to large-scale operators, and to realize synergies through the use of AI and the sharing of sales and marketing capabilities and systems infrastructure.
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