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How definitive the wording is.This transaction
This absorption-type company splitCounterparty株式会社オルトプラス分割準備会社
Disclosing companyAltPlus Holdings 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.White points represent dates designated as scheduled dates in the document.
Target company
Entertainment & Solutions business (game business, service development business, and technology and human resources support business)
Location Toshima-ku, TokyoShare capital ¥30 million (at establishment on 30 July 2026)Date of incorporation 30 July 2026
Net Sales— (the transferee company has no most recent fiscal year). Revenue of the business division to be transferred: ¥1,013.728 million (fiscal year ended September 2025)
Operating profit— (the transferee company has no most recent fiscal year). Operating loss of the business division to be transferred: ¥396.315 million (fiscal year ended September 2025)
Net income for the current fiscal year— (the transferee company has no most recent fiscal year)
Net assets¥30 million (at establishment on 30 July 2026)
Consideration and expenses
Acquisition priceNo shares will be allotted and no other consideration will be delivered in connection with this absorption-type company split.
Type of ConsiderationNo consideration (no shares allotted and no other consideration delivered)
Impact on Business Performance
The impact of this absorption-type company split on the Company's consolidated results will be minor. The reductions in the amounts of capital and capital reserves are accounting transfers within the net assets section of the balance sheet, and will not change the Company's net assets or affect its results.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the Company's extraordinary general meeting of shareholders scheduled for 25 September 2026 of this absorption-type company split, the amendments to the Articles of Incorporation, and the reductions in the amounts of capital and capital reserves
Management structure after acquisitionThe Company is scheduled to change its corporate name to 株式会社オルトプラスホールディングス, and the transferee company is scheduled to change its corporate name to 株式会社オルトプラス. Both companies will have Ishii Takeshi (石井武) as representative director. The holding company will be responsible for the management of group companies and related functions, while the subsidiary will conduct the Entertainment & Solutions business. Directors are scheduled to be seconded from the company transferring the business. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption-type company split |
| Counterparty name | 株式会社オルトプラス分割準備会社 |
| Name of the Subject Company | 株式会社オルトプラス分割準備会社 (scheduled to change its corporate name to 株式会社オルトプラス on 1 October 2026) |
| Business Description of the Subject Company | Entertainment & Solutions business (game business, service development business, and technology and human resources support business) |
| Location of the Subject Company | Toshima-ku, Tokyo |
| Capital Stock of the Subject Company | ¥30 million (at establishment on 30 July 2026) |
| Date of Establishment of the Subject Company | 30 July 2026 |
| Net Sales of the Subject Company | — (the transferee company has no most recent fiscal year). Revenue of the business division to be transferred: ¥1,013.728 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | — (the transferee company has no most recent fiscal year). Operating loss of the business division to be transferred: ¥396.315 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | — (the transferee company has no most recent fiscal year) |
| Net Assets of the Subject Company | ¥30 million (at establishment on 30 July 2026) |
| Acquisition price | No shares will be allotted and no other consideration will be delivered in connection with this absorption-type company split. |
| Type of Consideration | No consideration (no shares allotted and no other consideration delivered) |
| Number of shares acquired | 3,000 shares (the transferee company's issued shares, 100% owned by 株式会社オルトプラス; the number of voting rights is not stated) |
| Voting rights ownership percentage | Before 100％ → after 100％ |
| Impact on Business Performance | The impact of this absorption-type company split on the Company's consolidated results will be minor. The reductions in the amounts of capital and capital reserves are accounting transfers within the net assets section of the balance sheet, and will not change the Company's net assets or affect its results. |
| Date of board resolution | 30 July 2026 |
| Contract Date | 30 July 2026 |
| Execution Date / Effective Date | This absorption-type company split: 1 October 2026 (予定). Reduction in the amounts of capital and capital reserves: 30 September 2026 (予定) |
| Conditions Precedent to Execution | Approval at the Company's extraordinary general meeting of shareholders scheduled for 25 September 2026 of this absorption-type company split, the amendments to the Articles of Incorporation, and the reductions in the amounts of capital and capital reserves |
| Management structure after acquisition | The Company is scheduled to change its corporate name to 株式会社オルトプラスホールディングス, and the transferee company is scheduled to change its corporate name to 株式会社オルトプラス. Both companies will have Ishii Takeshi (石井武) as representative director. The holding company will be responsible for the management of group companies and related functions, while the subsidiary will conduct the Entertainment & Solutions business. Directors are scheduled to be seconded from the company transferring the business. Employee treatment: Not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.As the Company has diversified its businesses, it has become difficult under a single operating-company structure to make decisions suited to the characteristics of each business, clearly define responsibility for business performance and design appropriate systems. The Company therefore aims to separate the holding company and operating companies, accelerate decision-making, clarify responsibility for business performance, optimize its businesses, and promote M&A and organizational restructuring. The reductions in capital and capital reserves are intended to secure flexibility and agility in capital policy and improve the Company's financial position.
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