Worth reading
45Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
713
¥ million (long-term loans receivable; accrued income of ¥10 million separately)Wording
Conditional
How definitive the wording is.This transaction
This reorganization (waiver of receivables from subsidiary, acquisition of subsidiary shares through distribution in kind, and merger by absorption of wholly owned subsidiary)Counterparty株式会社gC Labs, 株式会社gC Games
Disclosing companygumi 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.White points represent dates designated as scheduled dates in the document.
Target company
1. Planning, development, production and sale of software and hardware 2. Planning, development, production and sale of video content and books
Location Shinjuku-ku, TokyoShare capital ¥0.5 millionDate of incorporation 1 October 2019
Net Sales¥95 million (fiscal year ending April 2026)
Operating profit-¥237 million (fiscal year ending April 2026)
Net income for the current fiscal year-¥299 million (fiscal year ending April 2026)
Net assets-¥1,111 million (fiscal year ending April 2026)
Consideration and expenses
Type of ConsiderationShares (gC Games shares distributed in kind by 株式会社gC Labs; no new shares, cash or other consideration will be allotted in the merger by absorption)
Merger ratio/share exchange ratioNo ratio (gumi Inc. will be the surviving company and 株式会社gC Games will be the dissolved company; no new shares, cash or other consideration will be allotted)
Impact on Business Performance
As this reorganization is an intra-group reorganization between the Company and its wholly owned subsidiaries, its impact on consolidated results for the current fiscal year will be minor. The impact of the waiver of receivables in Step 1 on the Company's non-consolidated results will also be minor, as allowances for doubtful accounts were recorded in prior fiscal years.
Procedures and assumptions
Conditions Precedent to ExecutionFollowing the stock dividend (distribution in kind) by 株式会社gC Labs, gC Games will become a wholly owned subsidiary of the Company, after which the merger by absorption will be executed. As the transaction qualifies as a simplified merger and an abbreviated merger, approval by a shareholders' meeting is not required.
Management structure after acquisitionThe merger will not result in any changes to the corporate name, business activities, head office location, representative, capital or fiscal year-end. 株式会社gC Games will be dissolved through the merger. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This reorganization (waiver of receivables from subsidiary, acquisition of subsidiary shares through distribution in kind, and merger by absorption of wholly owned subsidiary) |
| Counterparty name | 株式会社gC Labs, 株式会社gC Games |
| Name of the Subject Company | 株式会社gC Games (株式会社gC Labs is the entity subject to the waiver of receivables) |
| Business Description of the Subject Company | 1. Planning, development, production and sale of software and hardware 2. Planning, development, production and sale of video content and books |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥0.5 million |
| Date of Establishment of the Subject Company | 1 October 2019 |
| Net Sales of the Subject Company | ¥95 million (fiscal year ending April 2026) |
| Operating Profit of the Subject Company | -¥237 million (fiscal year ending April 2026) |
| Net Income of the Subject Company | -¥299 million (fiscal year ending April 2026) |
| Net Assets of the Subject Company | -¥1,111 million (fiscal year ending April 2026) |
| Type of Consideration | Shares (gC Games shares distributed in kind by 株式会社gC Labs; no new shares, cash or other consideration will be allotted in the merger by absorption) |
| Merger ratio/share exchange ratio | No ratio (gumi Inc. will be the surviving company and 株式会社gC Games will be the dissolved company; no new shares, cash or other consideration will be allotted) |
| Number of shares acquired | 38,403 shares (all shares); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 100% (held by 株式会社gC Labs before this reorganization) → after 100% (held by gumi Inc. after completion of the distribution in kind) |
| Impact on Business Performance | As this reorganization is an intra-group reorganization between the Company and its wholly owned subsidiaries, its impact on consolidated results for the current fiscal year will be minor. The impact of the waiver of receivables in Step 1 on the Company's non-consolidated results will also be minor, as allowances for doubtful accounts were recorded in prior fiscal years. |
| Date of board resolution | 28 July 2026 |
| Contract Date | Early August 2026 (予定) |
| Execution Date / Effective Date | 31 July 2026 (予定: waiver of receivables), early August 2026 (予定: stock dividend and distribution in kind), 25 September 2026 (予定: effective date of the merger by absorption) |
| Conditions Precedent to Execution | Following the stock dividend (distribution in kind) by 株式会社gC Labs, gC Games will become a wholly owned subsidiary of the Company, after which the merger by absorption will be executed. As the transaction qualifies as a simplified merger and an abbreviated merger, approval by a shareholders' meeting is not required. |
| Management structure after acquisition | The merger will not result in any changes to the corporate name, business activities, head office location, representative, capital or fiscal year-end. 株式会社gC Games will be dissolved through the merger. Treatment of employees: Not disclosed |
Items this document does not state (11)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.To concentrate management resources and improve the efficiency of group management, the Company will carry out an efficient organizational integration of gC Games. It will also eliminate gC Labs' excess liabilities and create the distributable amount required for the distribution in kind, thereby facilitating the smooth execution of the series of procedures.
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