Worth reading
55In 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
50
% (voting rights ownership ratio, before and after the change)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Execution of this agreement and this management structure changeCounterpartyRestar Corporation
Disclosing companyPCI Solutions Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
• Semiconductor design and testing business • LSI turnkey business
Location Minato-ku, TokyoShare capital ¥100 millionDate of incorporation 20 February 1987
Net Sales¥2,785 million (fiscal year ending March 2026)
Operating profit¥30 million (fiscal year ending March 2026)
Net income for the current fiscal yearJPY 10 million (fiscal year ending March 2026)
Net assets¥850 million (fiscal year ending March 2026)
Impact on Business Performance
The change in the scope of consolidation resulting from this management structure change has already been reflected in the consolidated earnings forecasts for the next fiscal year (fiscal year ending March 2027). Consolidated net sales for the next fiscal year are expected to decline from the results for the previous fiscal year. From the second quarter onward, PRV's share of net profit or loss is expected to be recorded under non-operating income and expenses as the share of profit or loss of investments accounted for using the equity method.
Procedures and assumptions
Special CommitteeEstablished. Comprising 3 outside directors (independent officers) with no conflicts of interest with the Company.
Conditions Precedent to ExecutionFormal approval of the election of officers at PRV's annual shareholders' meeting scheduled for 17 June 2026
Management structure after acquisitionRestar Corporation will nominate a majority of PRV's directors, and the representative director will be nominated by Restar Corporation. The Company will nominate 1 director, while the Company and Restar Corporation will each nominate 1 statutory auditor. Any change in the corporate name and the treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | Execution of this agreement and this management structure change |
| Counterparty name | Restar Corporation |
| Name of the Subject Company | 株式会社プリバテック |
| Business Description of the Subject Company | • Semiconductor design and testing business • LSI turnkey business |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 20 February 1987 |
| Net Sales of the Subject Company | ¥2,785 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥30 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | JPY 10 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥850 million (fiscal year ending March 2026) |
| Number of shares acquired | No shares acquired. 4,015 shares both before and after the change. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 50.0 → after 50.0 |
| Impact on Business Performance | The change in the scope of consolidation resulting from this management structure change has already been reflected in the consolidated earnings forecasts for the next fiscal year (fiscal year ending March 2027). Consolidated net sales for the next fiscal year are expected to decline from the results for the previous fiscal year. From the second quarter onward, PRV's share of net profit or loss is expected to be recorded under non-operating income and expenses as the share of profit or loss of investments accounted for using the equity method. |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 |
| Execution Date / Effective Date | At the PRV shareholders' meeting scheduled for 17 June 2026, the election of officers and the management structure change are scheduled to be formally approved. PRV is scheduled to be excluded from the scope of consolidation on 30 June 2026. |
| Special Committee | Established. Comprising 3 outside directors (independent officers) with no conflicts of interest with the Company. |
| Conditions Precedent to Execution | Formal approval of the election of officers at PRV's annual shareholders' meeting scheduled for 17 June 2026 |
| Management structure after acquisition | Restar Corporation will nominate a majority of PRV's directors, and the representative director will be nominated by Restar Corporation. The Company will nominate 1 director, while the Company and Restar Corporation will each nominate 1 statutory auditor. Any change in the corporate name and the treatment of employees are Not disclosed |
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institution
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.As improving プリバテック's profitability has become an urgent priority amid changes in the business environment in recent years, Restar Corporation's strong customer base and management resources will be deployed directly to プリバテック to rebuild its business foundation, achieve an early recovery in performance and support sustainable growth.
How to read this page
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