Worth reading
70In focus
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
6000
¥ millionWording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyNot disclosed (the counterparty's name and address are not disclosed at the counterparty's request)
Disclosing companySHIFT Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
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
System development and maintenance Infrastructure construction IT education services
Location Sendai, Miyagi PrefectureShare capital ¥13 millionDate of incorporation March 1991
Net SalesFiscal year ended February 2025: ¥2,430 million
Operating profitFiscal year ended February 2025: ¥430 million
Net income for the current fiscal yearFiscal year ended February 2025: ¥335 million (net income attributable to owners of the parent)
Net assetsFiscal year ended February 2025: ¥1,896 million
Consideration and expenses
Acquisition priceApproximately ¥6,000 million. The final transfer price will be determined after price adjustments under the share transfer agreement.
Impact on Business Performance
The impact on the Company's consolidated results for the fiscal year ending August 2026 is expected to be minor. Over the medium to long term, the Company believes the transaction will contribute to enhancing its corporate value.
Procedures and assumptions
Conditions Precedent to ExecutionSatisfaction of the conditions precedent stipulated in the agreement (closing). If the conditions are not satisfied, the capital increase by the new company and this share acquisition may be cancelled or modified.
Management structure after acquisitionThe representative director of the new company will be Kojima Hideki (小島秀毅). One representative director from the Company is expected to be appointed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Not disclosed (the counterparty's name and address are not disclosed at the counterparty's request) |
| Name of the Subject Company | STEP CO.,LTD. |
| Business Description of the Subject Company | System development and maintenance Infrastructure construction IT education services |
| Location of the Subject Company | Sendai, Miyagi Prefecture |
| Capital Stock of the Subject Company | ¥13 million |
| Date of Establishment of the Subject Company | March 1991 |
| Net Sales of the Subject Company | Fiscal year ended February 2025: ¥2,430 million |
| Operating Profit of the Subject Company | Fiscal year ended February 2025: ¥430 million |
| Net Income of the Subject Company | Fiscal year ended February 2025: ¥335 million (net income attributable to owners of the parent) |
| Net Assets of the Subject Company | Fiscal year ended February 2025: ¥1,896 million |
| Acquisition price | Approximately ¥6,000 million. The final transfer price will be determined after price adjustments under the share transfer agreement. |
| Number of shares acquired | 5,200 common shares (scheduled); number of voting rights: 5,200 |
| Voting rights ownership percentage | Before -％ → after 100% (予定) |
| Impact on Business Performance | The impact on the Company's consolidated results for the fiscal year ending August 2026 is expected to be minor. Over the medium to long term, the Company believes the transaction will contribute to enhancing its corporate value. |
| Date of board resolution | 27 March 2026 (date of the SGC board decision) |
| Contract Date | 27 March 2026 |
| Execution Date / Effective Date | 1 June 2026 (予定) |
| Conditions Precedent to Execution | Satisfaction of the conditions precedent stipulated in the agreement (closing). If the conditions are not satisfied, the capital increase by the new company and this share acquisition may be cancelled or modified. |
| Management structure after acquisition | The representative director of the new company will be Kojima Hideki (小島秀毅). One representative director from the Company is expected to be appointed. |
Items this document does not state (12)
Expenses other than the acquisition priceType 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 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.To leverage STEP's technical capabilities and customer base as management resources of the SHIFT Group and stabilize and enhance its development structure. The transaction will also incorporate STEP's ability to recruit and train management and engineering personnel and build project structures, thereby enhancing the SHIFT Group's development capabilities.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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.