Worth reading
69In 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
1319390
¥ thousandWording
Conditional
How definitive the wording is.This transaction
Share acquisition (making the company a subsidiary and its subsidiaries sub-subsidiaries)CounterpartyMaeda Toshihide (前田 俊秀), Not disclosed
Disclosing companyKAYAC 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
Holding company business
Location Shibuya, TokyoShare capital ¥40,000 thousandDate of incorporation 25 August 1958
Net Sales¥175.643 million (fiscal year ended May 2025)
Operating profit¥20.309 million (fiscal year ended May 2025)
Net income for the current fiscal year¥20.331 million (fiscal year ended May 2025)
Net assets¥504.394 million (fiscal year ended May 2025)
Consideration and expenses
Acquisition priceCommon shares of 株式会社ブレインサービス: ¥1,314.390 million
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥5 million
Type of ConsiderationCombination of cash and KAYAC Inc. shares. The company will acquire 12 thousand shares from existing shareholders using KAYAC Inc. shares held by Yanagisawa Daisuke (柳澤大輔), Kaihata Masanori (貝畑政徳) and Kuba Tomoki (久場智喜) as consideration.
Impact on Business Performance
The impact of this transaction on the Company's consolidated results for the current fiscal year is currently under review. At this time, the impact is expected to be immaterial.
Procedures and assumptions
Valuation methodologyDetermined through discussions within the range of the share valuation calculated by the Company
Management structure after acquisitionブレインサービス is expected to become a consolidated subsidiary of the Company, and its 7 subsidiaries are expected to become the Company's consolidated sub-subsidiaries. The post-acquisition treatment of the company name, representative and employees is Not disclosed
| Item | Details |
|---|---|
| Transaction name | Share acquisition (making the company a subsidiary and its subsidiaries sub-subsidiaries) |
| Counterparty name | Maeda Toshihide (前田 俊秀), Not disclosed |
| Name of the Subject Company | 株式会社ブレインサービス |
| Business Description of the Subject Company | Holding company business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥40,000 thousand |
| Date of Establishment of the Subject Company | 25 August 1958 |
| Net Sales of the Subject Company | ¥175.643 million (fiscal year ended May 2025) |
| Operating Profit of the Subject Company | ¥20.309 million (fiscal year ended May 2025) |
| Net Income of the Subject Company | ¥20.331 million (fiscal year ended May 2025) |
| Net Assets of the Subject Company | ¥504.394 million (fiscal year ended May 2025) |
| Acquisition price | Common shares of 株式会社ブレインサービス: ¥1,314.390 million |
| Expenses other than the acquisition price | Advisory fees and other expenses: ¥5 million |
| Type of Consideration | Combination of cash and KAYAC Inc. shares. The company will acquire 12 thousand shares from existing shareholders using KAYAC Inc. shares held by Yanagisawa Daisuke (柳澤大輔), Kaihata Masanori (貝畑政徳) and Kuba Tomoki (久場智喜) as consideration. |
| Number of shares acquired | 70 thousand shares (number of voting rights: 70 thousand) |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Impact on Business Performance | The impact of this transaction on the Company's consolidated results for the current fiscal year is currently under review. At this time, the impact is expected to be immaterial. |
| Date of board resolution | 30 June 2026 |
| Contract Date | 14 July 2026 |
| Execution Date / Effective Date | 22 July 2026 (scheduled) |
| Valuation methodology | Determined through discussions within the range of the share valuation calculated by the Company |
| Management structure after acquisition | ブレインサービス is expected to become a consolidated subsidiary of the Company, and its 7 subsidiaries are expected to become the Company's consolidated sub-subsidiaries. The post-acquisition treatment of the company name, representative and employees is Not disclosed |
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 ブレインサービス Group has established assets and a track record in the digitalization of tourism and inbound travel, as well as language publishing. The companies plan to expand their inbound DX and Japanese-language learning support businesses by combining KAYAC Inc.'s planning and digital development capabilities with ブレインサービス's execution capabilities and 三修社's language content.
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