Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Deterioration
Direction inferred from the company’s description.Scale
1250
¥ millionWording
Conditional
How definitive the wording is.This transaction
Agreed termination of the transactionCounterpartyIgarashi Atsushi (五十嵐篤志)
Disclosing companyCyberStep Holdings,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Contact center (telemarketing) business and related operations
Consideration and expenses
Acquisition price¥1,250 million (full refund)
Type of ConsiderationCash (full refund of the ¥1,250 million acquisition price; in exchange, all shares in the target company were returned to the seller)
Goodwill amountAmount and amortization period: not disclosed (discussions are under way regarding the accounting treatment of provisional goodwill)
Amount of extraordinary income (loss)Extraordinary gains and losses: not disclosed. An allowance for doubtful accounts of ¥1,250 million was initially recorded in the financial statements for the fiscal year ended May 2026 and was subsequently corrected
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
Corrections to the allowance for doubtful accounts and provision for allowance for doubtful accounts recorded in the financial statements for the fiscal year ended May 2026, among other items (final impact on results: not disclosed)
Procedures and assumptions
Conditions Precedent to ExecutionApproval by the Board of Directors
Management structure after acquisitionAll shares in the target company were returned to the seller, and there are currently no plans to reacquire them. The trade name, representative and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Agreed termination of the transaction |
| Counterparty name | Igarashi Atsushi (五十嵐篤志) |
| Name of the Subject Company | 株式会社３rd |
| Business Description of the Subject Company | Contact center (telemarketing) business and related operations |
| Acquisition price | ¥1,250 million (full refund) |
| Type of Consideration | Cash (full refund of the ¥1,250 million acquisition price; in exchange, all shares in the target company were returned to the seller) |
| Number of shares acquired | All shares in the target company (number of shares and voting rights: not disclosed) |
| Voting rights ownership percentage | All shares in the target company were returned to the seller |
| Goodwill amount | Amount and amortization period: not disclosed (discussions are under way regarding the accounting treatment of provisional goodwill) |
| Amount of extraordinary income (loss) | Extraordinary gains and losses: not disclosed. An allowance for doubtful accounts of ¥1,250 million was initially recorded in the financial statements for the fiscal year ended May 2026 and was subsequently corrected |
| Impact on Business Performance | Corrections to the allowance for doubtful accounts and provision for allowance for doubtful accounts recorded in the financial statements for the fiscal year ended May 2026, among other items (final impact on results: not disclosed) |
| Date of board resolution | 14 July 2026 |
| Contract Date | 14 July 2026 |
| Execution Date / Effective Date | 27 July 2026 (completed and settled) |
| Conditions Precedent to Execution | Approval by the Board of Directors |
| Management structure after acquisition | All shares in the target company were returned to the seller, and there are currently no plans to reacquire them. The trade name, representative and treatment of employees: not disclosed |
Items this document does not state (16)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet 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 periodFunding arrangementsValuation 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.Concerns arose regarding the achievability of the target company's business plan, while the competitive environment and the assumptions underlying its business model changed rapidly as AI technology and AI call center-related services became more widespread. The company determined that it would take time to reassess the business plan and enterprise value. Rather than continuing negotiations to reduce the price, it concluded that terminating the agreement and receiving a full refund of the transfer price was appropriate from the standpoint of accounting treatment and avoiding financial risk.
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