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
15
Acquisition price as a percentage of the Company's net assets (or more)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisitionCounterpartyKojima Yoshiki (小島 芳樹), Miraise No. 2 Investment Limited Partnership, TUSIC Investment Limited Partnership, 2 other individuals (names not disclosed), 1 corporate entity (name not disclosed)
Disclosing companyCross Marketing Group 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
Frontend development support business and CMS business, including the development and provision of the headless CMS “Orizm” (Note: The above describes the business before the company split. The CMS business is scheduled to be transferred to a newly established subsidiary through an incorporation-type company split before this share acquisition is completed.)
Location Nakano-ku, TokyoShare capital ¥58.4 millionDate of incorporation 1 April 2019
Net Sales¥527.787 million (fiscal year ended March 2026)
Operating profit¥6.129 million (fiscal year ended March 2026)
Net income for the current fiscal year¥5.296 million (fiscal year ended March 2026)
Net assets¥25.238 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceThe acquisition price is expected to be equivalent to 15% or more of the Company's net assets, but will not be disclosed following discussions with and a strong request from the 3 individual major shareholders, 1 corporate shareholder and 2 investment limited partnerships of ちょっと株式会社, for a total of 6 parties.
Goodwill amountThe amount and other details are currently under review. The amortization period is Not disclosed.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of this transaction on the Company's consolidated results for the fiscal year ending June 2027 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyAn appropriate share valuation by an independent third-party institution
Conditions Precedent to ExecutionCompletion of the company split and the transfer of shares in the newly established subsidiary
Management structure after acquisitionThe company is scheduled to become a consolidated subsidiary of the Company from 1 December 2026. Its corporate name, representative and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Kojima Yoshiki (小島 芳樹), Miraise No. 2 Investment Limited Partnership, TUSIC Investment Limited Partnership, 2 other individuals (names not disclosed), 1 corporate entity (name not disclosed) |
| Name of the Subject Company | ちょっと株式会社 |
| Business Description of the Subject Company | Frontend development support business and CMS business, including the development and provision of the headless CMS “Orizm” (Note: The above describes the business before the company split. The CMS business is scheduled to be transferred to a newly established subsidiary through an incorporation-type company split before this share acquisition is completed.) |
| Location of the Subject Company | Nakano-ku, Tokyo |
| Capital Stock of the Subject Company | ¥58.4 million |
| Date of Establishment of the Subject Company | 1 April 2019 |
| Net Sales of the Subject Company | ¥527.787 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥6.129 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥5.296 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥25.238 million (fiscal year ended March 2026) |
| Acquisition price | The acquisition price is expected to be equivalent to 15% or more of the Company's net assets, but will not be disclosed following discussions with and a strong request from the 3 individual major shareholders, 1 corporate shareholder and 2 investment limited partnerships of ちょっと株式会社, for a total of 6 parties. |
| Number of shares acquired | 1,126 shares (number of voting rights: 1,126) |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Goodwill amount | The amount and other details are currently under review. The amortization period is Not disclosed. |
| Impact on Business Performance | The impact of this transaction on the Company's consolidated results for the fiscal year ending June 2027 is expected to be immaterial. |
| Date of board resolution | 30 October 2026 |
| Contract Date | 30 October 2026 |
| Execution Date / Effective Date | 1 December 2026 (予定) |
| Valuation methodology | An appropriate share valuation by an independent third-party institution |
| Conditions Precedent to Execution | Completion of the company split and the transfer of shares in the newly established subsidiary |
| Management structure after acquisition | The company is scheduled to become a consolidated subsidiary of the Company from 1 December 2026. Its corporate name, representative and treatment of employees are Not disclosed. |
Items this document does not state (10)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Independent 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 purpose is to expand the development capabilities for AI-powered services and applications and create new added value by mutually leveraging ちょっと株式会社's frontend development capabilities and the customer base, systems development capabilities and digital marketing functions of the Company's group.
How to read this page
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