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How definitive the wording is.This transaction
This mergerCounterpartyポールトゥウィン株式会社, 株式会社 ADOOR
Disclosing companyPole To Win Holdings,Inc.
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
Metaverse operation and support services, and secondary game services
Location Shinjuku-ku, TokyoShare capital ¥80 millionDate of incorporation 1 May 2023
Net Sales¥98 million (fiscal year ended January 2026)
Operating profit¥100 million operating loss (fiscal year ended January 2026)
Net income for the current fiscal year¥117 million net loss (fiscal year ended January 2026)
Net assets¥149 million negative net assets (fiscal year ended January 2026)
Consideration and expenses
Acquisition priceNo shares, cash or other assets will be delivered in connection with the merger.
Type of ConsiderationNo consideration (no shares, cash or other assets will be delivered)
Impact on Business Performance
The impact on the forecast for the fiscal year ending January 2027 is expected to be minor. The impact on consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholders' meetings of the parties to the merger (scheduled for 25 August 2026)
Management structure after acquisitionCorporate name: ポールトゥウィン株式会社. Address: 1-5-9 Imaike, Chikusa-ku, Nagoya, Aichi. Representative: Representative Director and CEO 志村和昭. Business: debugging, network support and software quality assurance services. Capital: ¥30 million. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ポールトゥウィン株式会社, 株式会社 ADOOR |
| Name of the Subject Company | 株式会社 ADOOR |
| Business Description of the Subject Company | Metaverse operation and support services, and secondary game services |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥80 million |
| Date of Establishment of the Subject Company | 1 May 2023 |
| Net Sales of the Subject Company | ¥98 million (fiscal year ended January 2026) |
| Operating Profit of the Subject Company | ¥100 million operating loss (fiscal year ended January 2026) |
| Net Income of the Subject Company | ¥117 million net loss (fiscal year ended January 2026) |
| Net Assets of the Subject Company | ¥149 million negative net assets (fiscal year ended January 2026) |
| Acquisition price | No shares, cash or other assets will be delivered in connection with the merger. |
| Type of Consideration | No consideration (no shares, cash or other assets will be delivered) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | The impact on the forecast for the fiscal year ending January 2027 is expected to be minor. The impact on consolidated results will be minor. |
| Date of board resolution | 28 July 2026 |
| Contract Date | 24 August 2026 (予定) |
| Execution Date / Effective Date | 1 November 2026 (予定) |
| Conditions Precedent to Execution | Approval at the shareholders' meetings of the parties to the merger (scheduled for 25 August 2026) |
| Management structure after acquisition | Corporate name: ポールトゥウィン株式会社. Address: 1-5-9 Imaike, Chikusa-ku, Nagoya, Aichi. Representative: Representative Director and CEO 志村和昭. Business: debugging, network support and software quality assurance services. Capital: ¥30 million. Employee treatment: Not disclosed. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender 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.The merger is intended to improve management efficiency and make effective use of management resources by reintegrating the businesses and centralizing the management structure, thereby concentrating management resources on growth areas.
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