Worth reading
74In 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
200
¥ millionWording
Conditional
How definitive the wording is.This transaction
This share acquisition and business allianceCounterparty株式会社クラッド
Disclosing companyImage Information Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Outsourced operation of contact center and administrative processing services (BPO business)
Location Oita City, Oita PrefectureShare capital ¥9 millionDate of incorporation 28 March 2011
Net Sales¥466 million (fiscal year ended December 2025)
Operating profit¥6 million (fiscal year ended December 2025)
Net income for the current fiscal year¥6 million (fiscal year ended December 2025)
Net assets¥26 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥200 million for the common shares of 株式会社クラッド大分
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥1 million
Type of ConsiderationCash
Funding arrangementsThe Company plans to fund the acquisition with cash on hand.
Goodwill amountGoodwill is expected to arise, but its amount and amortization period have not been determined at this time because the purchase price allocation has not been completed.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The Company plans to include the results for the six months from October 2026 through March 2027 in its consolidated results for the fiscal year ending March 2027. The impact on results, including that of this business alliance, is currently under review.
Procedures and assumptions
Valuation methodologyValuation of the share value by an independent third-party valuation institution. The valuation result was ¥189 million to ¥227 million. Financial, tax, legal and labor due diligence was also conducted.
Conditions Precedent to ExecutionThe business alliance agreement will become effective subject to completion of the share transfer.
Management structure after acquisition株式会社クラッド大分 will become a consolidated subsidiary of the Company and is expected to be included in the BPO and services segment. Administrative functions will be transferred to the structure of the Company’s group, クラッド will continue its sales activities with customers, and 株式会社クラッド大分 will operate the business under a subcontract from クラッド. The corporate name and employee treatment are not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and business alliance |
| Counterparty name | 株式会社クラッド |
| Name of the Subject Company | 株式会社クラッド大分 |
| Business Description of the Subject Company | Outsourced operation of contact center and administrative processing services (BPO business) |
| Location of the Subject Company | Oita City, Oita Prefecture |
| Capital Stock of the Subject Company | ¥9 million |
| Date of Establishment of the Subject Company | 28 March 2011 |
| Net Sales of the Subject Company | ¥466 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥6 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥6 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥26 million (fiscal year ended December 2025) |
| Acquisition price | ¥200 million for the common shares of 株式会社クラッド大分 |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥1 million |
| Type of Consideration | Cash |
| Number of shares acquired | 180 shares (180 voting rights) |
| Voting rights ownership percentage | Before ０．０％ → after １００．０％ |
| Funding arrangements | The Company plans to fund the acquisition with cash on hand. |
| Goodwill amount | Goodwill is expected to arise, but its amount and amortization period have not been determined at this time because the purchase price allocation has not been completed. |
| Impact on Business Performance | The Company plans to include the results for the six months from October 2026 through March 2027 in its consolidated results for the fiscal year ending March 2027. The impact on results, including that of this business alliance, is currently under review. |
| Date of board resolution | 20 October 2026 |
| Contract Date | 20 October 2026 |
| Execution Date / Effective Date | 23 October 2026 (scheduled). The business alliance agreement will become effective subject to completion of the share transfer. |
| Valuation methodology | Valuation of the share value by an independent third-party valuation institution. The valuation result was ¥189 million to ¥227 million. Financial, tax, legal and labor due diligence was also conducted. |
| Conditions Precedent to Execution | The business alliance agreement will become effective subject to completion of the share transfer. |
| Management structure after acquisition | 株式会社クラッド大分 will become a consolidated subsidiary of the Company and is expected to be included in the BPO and services segment. Administrative functions will be transferred to the structure of the Company’s group, クラッド will continue its sales activities with customers, and 株式会社クラッド大分 will operate the business under a subcontract from クラッド. The corporate name and employee treatment are not disclosed. |
Items this document does not state (7)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodAmount 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.To expand the scale of the BPO and services business, secure a regional operations base, maintain stable orders from クラッド, optimize administrative costs, and improve operating efficiency and profitability through the use of AI.
How to read this page
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