Komori
M&A and Subsidiary Changes3675Cross Marketing Group Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares and Changes in Equity-Method Affiliates

The Company has decided to acquire all shares of 株式会社DIGITALIO from 株式会社CARTA HOLDINGS and make it a consolidated subsidiary, while also acquiring additional shares of 株式会社リサーチパネル, formerly an equity-method affiliate, and making it a wholly owned subsidiary. The share transfers are scheduled to take place on 10 April 2026.

Worth reading
54Recurring
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Direction
Improvement
Direction inferred from the company’s description.
Scale
1505
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making a consolidated subsidiary) and change in an equity-method affiliate (making a consolidated subsidiary)
Counterparty株式会社CARTA HOLDINGS
Disclosing companyCross Marketing Group Inc.
DIGITALIO Inc., 株式会社リサーチパネルSubject of this transactionNumber of shares acquired DIGITALIO Inc. 3,960 shares (number of voting rights: 3,960) / 株式会社リサーチパネル 900 shares (number of voting rights: 900)Voting rights ownership percentage Before -%, 40.0% → after 100.0%, 100.0%
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

DIGITALIO Inc. Operation of the “EC Navi” points site Operation of the “PeX” points exchange site Digital promotion support DX support, etc. / 株式会社リサーチパネル Operation of the “Research Panel” survey site Marketing support

Location DIGITALIO Inc. Minato-ku, Tokyo / 株式会社リサーチパネル Minato-ku, TokyoShare capital DIGITALIO Inc. ¥99 million / 株式会社リサーチパネル ¥75 millionDate of incorporation DIGITALIO Inc. 22 January 2007 / 株式会社リサーチパネル 1 November 2005
Net SalesDIGITALIO Inc. ¥3,539.046 million (fiscal year ended December 2025) / 株式会社リサーチパネル ¥778.179 million (fiscal year ended December 2025)
Operating profitDIGITALIO Inc. ¥216.361 million (fiscal year ended December 2025) / 株式会社リサーチパネル ¥88.246 million (fiscal year ended December 2025)
Net income for the current fiscal yearDIGITALIO Inc. ¥204.564 million (fiscal year ended December 2025) / 株式会社リサーチパネル ¥88.311 million (fiscal year ended December 2025)
Net assetsDIGITALIO Inc. ¥751.389 million (fiscal year ended December 2025) / 株式会社リサーチパネル ¥375.515 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceCommon shares of the target companies: ¥1,500 million (total for both companies)
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥5 million
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the fiscal year ending June 2026 is currently under review. The Company will promptly disclose any matters requiring disclosure that arise in the future.

This transaction
ItemDetails
Transaction nameAcquisition of shares (making a consolidated subsidiary) and change in an equity-method affiliate (making a consolidated subsidiary)
Counterparty name株式会社CARTA HOLDINGS
Name of the Subject CompanyDIGITALIO Inc., 株式会社リサーチパネル
Business Description of the Subject CompanyDIGITALIO Inc. Operation of the “EC Navi” points site Operation of the “PeX” points exchange site Digital promotion support DX support, etc. / 株式会社リサーチパネル Operation of the “Research Panel” survey site Marketing support
Location of the Subject CompanyDIGITALIO Inc. Minato-ku, Tokyo / 株式会社リサーチパネル Minato-ku, Tokyo
Capital Stock of the Subject CompanyDIGITALIO Inc. ¥99 million / 株式会社リサーチパネル ¥75 million
Date of Establishment of the Subject CompanyDIGITALIO Inc. 22 January 2007 / 株式会社リサーチパネル 1 November 2005
Net Sales of the Subject CompanyDIGITALIO Inc. ¥3,539.046 million (fiscal year ended December 2025) / 株式会社リサーチパネル ¥778.179 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyDIGITALIO Inc. ¥216.361 million (fiscal year ended December 2025) / 株式会社リサーチパネル ¥88.246 million (fiscal year ended December 2025)
Net Income of the Subject CompanyDIGITALIO Inc. ¥204.564 million (fiscal year ended December 2025) / 株式会社リサーチパネル ¥88.311 million (fiscal year ended December 2025)
Net Assets of the Subject CompanyDIGITALIO Inc. ¥751.389 million (fiscal year ended December 2025) / 株式会社リサーチパネル ¥375.515 million (fiscal year ended December 2025)
Acquisition priceCommon shares of the target companies: ¥1,500 million (total for both companies)
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥5 million
Number of shares acquiredDIGITALIO Inc. 3,960 shares (number of voting rights: 3,960) / 株式会社リサーチパネル 900 shares (number of voting rights: 900)
Voting rights ownership percentageBefore -%, 40.0% → after 100.0%, 100.0%
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the fiscal year ending June 2026 is currently under review. The Company will promptly disclose any matters requiring disclosure that arise in the future.
Date of board resolution1 April 2026
Contract Date1 April 2026
Execution Date / Effective Date10 April 2026 (予定)
Items this document does not state (13)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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 Company intends to strengthen its social and digital promotion business by incorporating DIGITALIO's digital promotion, DX support and points-site operations. In addition, by making Research Panel a wholly owned subsidiary, the Company intends to strengthen group synergies and improve operating efficiency through the use of its panel network.

How to read this page

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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.
Notice Regarding the Acquisition of Shares and Changes in Equity-Method Affiliates | Cross Marketing Group Inc. (3675) timely disclosure | Komori