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M&A and Subsidiary Changes3697SHIFT Inc.Information and Communications, Services and Others

Notice Regarding the Consolidation of Back-Office Functions at 15 Companies within the SHIFT Group through an Absorption-Type Company Split

The human resources, accounting and other back-office functions of 15 SHIFT Group companies will be consolidated under SHIFT through an absorption-type company split without consideration. This organizational reorganization will establish shared back-office functions across the Group and promote efficiency gains through the use of AI.

Worth reading
42Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
15
companies
Wording
Conditional
How definitive the wording is.

This transaction

The organizational reorganization (tax-qualified absorption-type company split without consideration)
Counterparty株式会社 SHIFT, Stride Digital Group 株式会社, 株式会社 SHIFT グロース・キャピタル
Disclosing companySHIFT Inc.
Stride Digital Group 株式会社, 株式会社 SHIFT グロース・キャピタル, ALH 株式会社, 株式会社 SHIFT PLUS, 株式会社システムアイ, 株式会社分析屋, 株式会社エスエヌシー, 株式会社 CLUTCH, 株式会社ホープス, 株式会社クレイトソリューションズ, 株式会社ヒューマンシステム, 株式会社クラブネッツ, 株式会社マネージビジネス, 株式会社クロノス, CRAFT MILES 株式会社Voting rights ownership percentage

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

Holding Company, M&A execution, management and operation of investee companies, and post-merger integration (PMI) services, Software business, Customer Support Business, Solutions Business, Data analytics and systems integration business, Retail and IT services business, Web marketing business, Implementation support for core information systems, including cloud ERP systems, Systems development, operation and maintenance services, Systems integration business (systems development and SES), In-store sales promotion business, Systems development, systems operation and maintenance, systems infrastructure development, and digital business services, Software development and education businesses (IT engineer training), Development of IT solutions systems and planning, construction and operational support for systems integration

Location Meguro-ku, Tokyo, Minato-ku, Tokyo, Meguro-ku, Tokyo, Kochi, Kochi Prefecture, Yokohama, Kanagawa Prefecture, Fujisawa, Kanagawa, Osaka City, Osaka Prefecture, Shibuya, Tokyo, Chuo-ku, Tokyo, Chiyoda-ku, Tokyo, Minato-ku, Tokyo, Shibuya, Tokyo, Ota-ku, Tokyo, Shinagawa Ward, Tokyo, Chuo-ku, TokyoShare capital ¥68 million, ¥9,376 million, ¥11 million, ¥30 million, ¥25 million, ¥10 million, ¥50 million, ¥5 million, ¥51 million, ¥98 million, ¥40 million, ¥100 million, ¥80 million, ¥71 million, ¥10 millionDate of incorporation 25 December 2000, 9 March 2022, 20 January 2014, 6 April 2015, 8 August 1996, 15 August 2011, 23 July 1997, 30 September 2020, 8 March 1991, 9 October 1976, 24 September 1992, 27 September 2004, 15 August 1975, 10 April 2002, 14 March 2001
Consideration and expenses
Acquisition priceNone planned
Type of ConsiderationNo consideration
Impact on Business Performance

The impact of this transaction on the Company's results of operations and financial condition is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe demerged companies will remain in existence after the split, and the representative directors of each company will be as stated in the documents. Changes to the trade names and employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameThe organizational reorganization (tax-qualified absorption-type company split without consideration)
Counterparty name株式会社 SHIFT, Stride Digital Group 株式会社, 株式会社 SHIFT グロース・キャピタル
Name of the Subject CompanyStride Digital Group 株式会社, 株式会社 SHIFT グロース・キャピタル, ALH 株式会社, 株式会社 SHIFT PLUS, 株式会社システムアイ, 株式会社分析屋, 株式会社エスエヌシー, 株式会社 CLUTCH, 株式会社ホープス, 株式会社クレイトソリューションズ, 株式会社ヒューマンシステム, 株式会社クラブネッツ, 株式会社マネージビジネス, 株式会社クロノス, CRAFT MILES 株式会社
Business Description of the Subject CompanyHolding Company, M&A execution, management and operation of investee companies, and post-merger integration (PMI) services, Software business, Customer Support Business, Solutions Business, Data analytics and systems integration business, Retail and IT services business, Web marketing business, Implementation support for core information systems, including cloud ERP systems, Systems development, operation and maintenance services, Systems integration business (systems development and SES), In-store sales promotion business, Systems development, systems operation and maintenance, systems infrastructure development, and digital business services, Software development and education businesses (IT engineer training), Development of IT solutions systems and planning, construction and operational support for systems integration
Location of the Subject CompanyMeguro-ku, Tokyo, Minato-ku, Tokyo, Meguro-ku, Tokyo, Kochi, Kochi Prefecture, Yokohama, Kanagawa Prefecture, Fujisawa, Kanagawa, Osaka City, Osaka Prefecture, Shibuya, Tokyo, Chuo-ku, Tokyo, Chiyoda-ku, Tokyo, Minato-ku, Tokyo, Shibuya, Tokyo, Ota-ku, Tokyo, Shinagawa Ward, Tokyo, Chuo-ku, Tokyo
Capital Stock of the Subject Company¥68 million, ¥9,376 million, ¥11 million, ¥30 million, ¥25 million, ¥10 million, ¥50 million, ¥5 million, ¥51 million, ¥98 million, ¥40 million, ¥100 million, ¥80 million, ¥71 million, ¥10 million
Date of Establishment of the Subject Company25 December 2000, 9 March 2022, 20 January 2014, 6 April 2015, 8 August 1996, 15 August 2011, 23 July 1997, 30 September 2020, 8 March 1991, 9 October 1976, 24 September 1992, 27 September 2004, 15 August 1975, 10 April 2002, 14 March 2001
Acquisition priceNone planned
Type of ConsiderationNo consideration
Voting rights ownership percentageAfter 100% (stated as the percentage held by the largest shareholder of the target company) (before not disclosed)
Impact on Business PerformanceThe impact of this transaction on the Company's results of operations and financial condition is expected to be immaterial.
Date of board resolution26 May 2026
Contract Date15 July 2026 (予定)
Execution Date / Effective Date1 September 2026 (予定)
Management structure after acquisitionThe demerged companies will remain in existence after the split, and the representative directors of each company will be as stated in the documents. Changes to the trade names and employee treatment: not disclosed
Items this document does not state (17)
Net Sales of the Subject CompanyOperating 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)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 establish shared and AI-enabled back-office functions across the SHIFT Group and strengthen and improve the efficiency of back-office operations. The aim is also to advance the Group's transformation into an AI company and promote the sharing and AI enablement of Group companies, which is Step 2 of "AI BPaaS."

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Notice Regarding the Consolidation of Back-Office Functions at 15 Companies within the SHIFT Group through an Absorption-Type Company Split | SHIFT Inc. (3697) timely disclosure | Komori