Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
8196957
Yen (total transfer consideration for the 3 companies)Wording
Conditional
How definitive the wording is.This transaction
This share transferCounterpartyIto Kazuhiko (伊藤 一彦), 株式会社エンジニアファーム, Baba Takashi (馬場 高志)
Disclosing companyImage Information Inc.
Date of board resolution31 March 2026
Contract Date31 March 2026
Execution Date / Effective Date31 March 2026
Target company
Planning, design, development and implementation support for business innovation, Systems integration and engineer training, Development of various information-provision services using the Internet
Location 2-13-3 Shimoyamatedori, Chuo-ku, Kobe, Hyogo Prefecture, 1-16-20 Minamiikebukuro, Toshima-ku, Tokyo, 2-4-11 Kandasakuragacho, Chiyoda-ku, TokyoShare capital ¥30.5 million, ¥5 million, ¥2 millionDate of incorporation October 2018, July 2024, February 2024
Net Sales¥151.906 million (fiscal year ended March 2025), ¥51.863 million (fiscal year ended March 2025), ¥17.249 million (fiscal year ended March 2025)
Operating profitOperating loss of ¥3.905 million (fiscal year ended March 2025), ¥1.680 million (fiscal year ended March 2025), ¥6.902 million (fiscal year ended March 2025)
Net income for the current fiscal year¥333 thousand (fiscal year ended March 2025), ¥1.072 million (fiscal year ended March 2025), ¥5.300 million (fiscal year ended March 2025)
Net assets¥43.770 million (fiscal year ended March 2025), ¥6.072 million (fiscal year ended March 2025), ¥9.016 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥1 (transfer consideration for バニヤンズ), ¥3,643,707 (transfer consideration for エンジニアファーム), ¥4,553,249 (transfer consideration for TENJIN)
Type of ConsiderationCash (the transfer consideration is ¥1, ¥3,643,707 and ¥4,553,249, respectively)
Amount of extraordinary income (loss)The Company expects to recognize an extraordinary gain related to バニヤンズ in its consolidated financial results for the fiscal year ending March 2026, although the amount has not yet been determined. The ¥16.995 million reversal gain on the provision for business losses will be recognized only in the non-consolidated financial statements and eliminated in the consolidated financial statements.
Impact on Business Performance
The impact of the change involving the 3 companies on consolidated results is currently under review. The 3 companies will be excluded from the scope of consolidation from the first quarter of the fiscal year ending March 2027. The reversal gain on the provision will have no impact on consolidated results.
Procedures and assumptions
Management structure after acquisitionThe 3 companies will be excluded from the Company's scope of consolidation from the first quarter of the fiscal year ending March 2027. Not disclosed regarding the corporate names, representatives and treatment of employees
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Counterparty name | Ito Kazuhiko (伊藤 一彦), 株式会社エンジニアファーム, Baba Takashi (馬場 高志) |
| Name of the Subject Company | 株式会社バニヤンズ, 株式会社エンジニアファーム, 株式会社 TENJIN SYSTEM CONSULTING |
| Business Description of the Subject Company | Planning, design, development and implementation support for business innovation, Systems integration and engineer training, Development of various information-provision services using the Internet |
| Location of the Subject Company | 2-13-3 Shimoyamatedori, Chuo-ku, Kobe, Hyogo Prefecture, 1-16-20 Minamiikebukuro, Toshima-ku, Tokyo, 2-4-11 Kandasakuragacho, Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥30.5 million, ¥5 million, ¥2 million |
| Date of Establishment of the Subject Company | October 2018, July 2024, February 2024 |
| Net Sales of the Subject Company | ¥151.906 million (fiscal year ended March 2025), ¥51.863 million (fiscal year ended March 2025), ¥17.249 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥3.905 million (fiscal year ended March 2025), ¥1.680 million (fiscal year ended March 2025), ¥6.902 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥333 thousand (fiscal year ended March 2025), ¥1.072 million (fiscal year ended March 2025), ¥5.300 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥43.770 million (fiscal year ended March 2025), ¥6.072 million (fiscal year ended March 2025), ¥9.016 million (fiscal year ended March 2025) |
| Acquisition price | ¥1 (transfer consideration for バニヤンズ), ¥3,643,707 (transfer consideration for エンジニアファーム), ¥4,553,249 (transfer consideration for TENJIN) |
| Type of Consideration | Cash (the transfer consideration is ¥1, ¥3,643,707 and ¥4,553,249, respectively) |
| Voting rights ownership percentage | Before 50.4% (バニヤンズ), 60.0% (エンジニアファーム), 50.5%（TENJIN） (after not disclosed) |
| Amount of extraordinary income (loss) | The Company expects to recognize an extraordinary gain related to バニヤンズ in its consolidated financial results for the fiscal year ending March 2026, although the amount has not yet been determined. The ¥16.995 million reversal gain on the provision for business losses will be recognized only in the non-consolidated financial statements and eliminated in the consolidated financial statements. |
| Impact on Business Performance | The impact of the change involving the 3 companies on consolidated results is currently under review. The 3 companies will be excluded from the scope of consolidation from the first quarter of the fiscal year ending March 2027. The reversal gain on the provision will have no impact on consolidated results. |
| Date of board resolution | 31 March 2026 |
| Contract Date | 31 March 2026 |
| Execution Date / Effective Date | 31 March 2026 |
| Management structure after acquisition | The 3 companies will be excluded from the Company's scope of consolidation from the first quarter of the fiscal year ending March 2027. Not disclosed regarding the corporate names, representatives and treatment of employees |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation 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 Company has not achieved significant synergies from making the 3 companies subsidiaries, and バニヤンズ has continued to report operating losses. Through the share transfers, the Company will pursue greater selectivity and concentration in its business operations, concentrate management resources on イメージ情報システム, and seek to restore the soundness and profitability of the Company Group in the fiscal year ending March 2027.
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