Worth reading
56In 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
418
¥ million equivalent (the Company's common shares)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)保険マンモス株式会社
Disclosing companyZIGExN Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Insurance consultation services (Leads), event business (events and seminars), etc.
Location Minato-ku, TokyoShare capital ¥36 millionDate of incorporation 4 August 2005
Net Sales¥660 million (actual results for the fiscal year ended March 2025, for the business divisions subject to the split)
Consideration and expenses
Acquisition price¥418 million equivalent (the Company's common shares)
Type of ConsiderationShares (the Company's common shares, ¥418 million equivalent)
Impact on Business Performance
The impact of this absorption-type company split on the Company's consolidated results will be minor.
Procedures and assumptions
Valuation methodologyDetermined through negotiations and discussions between the parties, taking into comprehensive consideration the businesses' future prospects, profitability and other factors.
Conditions Precedent to ExecutionApproval at the shareholders' meeting of 保険マンモス株式会社 for the absorption-type company split (scheduled for 28 April 2026). The Company's shareholders' meeting approval is not required because the Company meets the requirements for a simplified absorption-type company split under Article 796, paragraph 2 of the Companies Act.
Management structure after acquisitionThe Leads Business and related businesses will be directly integrated into the Company's LS Div and operated as a unified business. There will be no change to the Company's corporate name, location, representative's title or name, business activities, capital or fiscal year-end. Details regarding employee treatment have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 保険マンモス株式会社 |
| Name of the Subject Company | 保険マンモス株式会社 |
| Business Description of the Subject Company | Insurance consultation services (Leads), event business (events and seminars), etc. |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥36 million |
| Date of Establishment of the Subject Company | 4 August 2005 |
| Net Sales of the Subject Company | ¥660 million (actual results for the fiscal year ended March 2025, for the business divisions subject to the split) |
| Acquisition price | ¥418 million equivalent (the Company's common shares) |
| Type of Consideration | Shares (the Company's common shares, ¥418 million equivalent) |
| Voting rights ownership percentage | Before 66.6% (as of 31 March 2025, ZIGExN Co.,Ltd.'s shareholding ratio in 保険マンモス株式会社) (after not disclosed) |
| Impact on Business Performance | The impact of this absorption-type company split on the Company's consolidated results will be minor. |
| Date of board resolution | 30 March 2026 |
| Contract Date | 30 March 2026 |
| Execution Date / Effective Date | 1 June 2026 (scheduled) |
| Valuation methodology | Determined through negotiations and discussions between the parties, taking into comprehensive consideration the businesses' future prospects, profitability and other factors. |
| Conditions Precedent to Execution | Approval at the shareholders' meeting of 保険マンモス株式会社 for the absorption-type company split (scheduled for 28 April 2026). The Company's shareholders' meeting approval is not required because the Company meets the requirements for a simplified absorption-type company split under Article 796, paragraph 2 of the Companies Act. |
| Management structure after acquisition | The Leads Business and related businesses will be directly integrated into the Company's LS Div and operated as a unified business. There will be no change to the Company's corporate name, location, representative's title or name, business activities, capital or fiscal year-end. Details regarding employee treatment have not been disclosed. |
Items this document does not state (14)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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)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 Company plans to directly integrate 保険マンモス株式会社's businesses into its LS Div, deploy its web marketing expertise and management resources to accelerate decision-making and business growth, and reduce costs by integrating the management structure.
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