Worth reading
48Recurring
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
1290
¥ millions (total transfer price)Wording
Conditional
How definitive the wording is.This transaction
Share transferCounterpartyHit Co.,Ltd.
Disclosing companySHIFT Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Website production business, Software development business, including web system development, application development and IoT development
Location 22-1 Daikyocho, Shinjuku-ku, Tokyo, 22-1 Daikyocho, Shinjuku-ku, TokyoShare capital 株式会社ナディア: ¥5 million; 株式会社 xbs: ¥20 millionDate of incorporation 株式会社ナディア: 31 March 2020; 株式会社 xbs: 31 March 2010
Net Sales株式会社ナディア: ¥1,109 million (fiscal year ended August 2026); 株式会社 xbs: ¥79 million (fiscal year ended August 2026)
Operating profit株式会社ナディア: ¥77 million (fiscal year ended August 2026); 株式会社 xbs: ¥18 million (fiscal year ended August 2026)
Net income for the current fiscal year株式会社ナディア: ¥72 million (fiscal year ended August 2026); 株式会社 xbs: ¥13 million (fiscal year ended August 2026)
Net assets株式会社ナディア: ¥800 million (fiscal year ended August 2026); 株式会社 xbs: ¥96 million (fiscal year ended August 2026)
Consideration and expenses
Acquisition price株式会社ナディア: ¥1,175 million; 株式会社 xbs: ¥115 million (transfer price)
Impact on Business Performance
The impact of this transaction on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Management structure after acquisitionIt is stated that it would be desirable for the employees of both companies to move from an environment focused mainly on internal projects to one where they can gain experience working with a more diverse range of clients. The change of corporate name, representative and other aspects of the management structure are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Share transfer |
| Counterparty name | Hit Co.,Ltd. |
| Name of the Subject Company | 株式会社ナディア, 株式会社 xbs |
| Business Description of the Subject Company | Website production business, Software development business, including web system development, application development and IoT development |
| Location of the Subject Company | 22-1 Daikyocho, Shinjuku-ku, Tokyo, 22-1 Daikyocho, Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | 株式会社ナディア: ¥5 million; 株式会社 xbs: ¥20 million |
| Date of Establishment of the Subject Company | 株式会社ナディア: 31 March 2020; 株式会社 xbs: 31 March 2010 |
| Net Sales of the Subject Company | 株式会社ナディア: ¥1,109 million (fiscal year ended August 2026); 株式会社 xbs: ¥79 million (fiscal year ended August 2026) |
| Operating Profit of the Subject Company | 株式会社ナディア: ¥77 million (fiscal year ended August 2026); 株式会社 xbs: ¥18 million (fiscal year ended August 2026) |
| Net Income of the Subject Company | 株式会社ナディア: ¥72 million (fiscal year ended August 2026); 株式会社 xbs: ¥13 million (fiscal year ended August 2026) |
| Net Assets of the Subject Company | 株式会社ナディア: ¥800 million (fiscal year ended August 2026); 株式会社 xbs: ¥96 million (fiscal year ended August 2026) |
| Acquisition price | 株式会社ナディア: ¥1,175 million; 株式会社 xbs: ¥115 million (transfer price) |
| Number of shares acquired | 株式会社ナディア: 1 share (1 voting right); 株式会社 xbs: 400 shares (400 voting rights) |
| Voting rights ownership percentage | Before 株式会社ナディア: 100%; 株式会社 xbs: 100% → after 株式会社ナディア: ‐%; 株式会社 xbs: ‐% |
| Impact on Business Performance | The impact of this transaction on the Company's consolidated results is expected to be immaterial. |
| Contract Date | 15 October 2026 |
| Execution Date / Effective Date | 30 October 2026 (scheduled) |
| Management structure after acquisition | It is stated that it would be desirable for the employees of both companies to move from an environment focused mainly on internal projects to one where they can gain experience working with a more diverse range of clients. The change of corporate name, representative and other aspects of the management structure are Not disclosed. |
Items this document does not state (14)
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)Date of board resolutionValuation 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.The transfer is expected to contribute to the growth of both companies, expand growth opportunities for their employees, and create synergies in the creative and cross-media businesses by combining the expertise they have developed in the UI/UX field with Hit's outdoor advertising media and customer base. SHIFT also determined that the transfer would contribute to optimizing the SHIFT Group's business portfolio.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.