Agreements reached under this partnership
Capital and Business Alliance- 1
Rollout of “楽楽人事労務” (HR and labor management solution), an OEM product developed for the Company based on PAC’s existing “タレントパレット” product
- 2
Restrictions on the Company’s additional acquisition of PAC shares
- 3
Nomination by the Company of a director for PAC and limitation of the director’s role
- 4
Advance notice and a right of first refusal for PAC when the Company transfers PAC shares
- 5
Exclusion from application of the right-of-first-refusal provisions
- 6
Respect for PAC’s governance and response to company proposals
- 7
Conditions under which this memorandum of understanding ceases to have effect
These are items that the documents state the two companies will work on. The lines above and below represent arrangements between the two companies.
This indicates whether the companies will do more than work together, such as holding each other’s shares or seconding personnel (capital and business alliance).
The impact of this share acquisition on the Company’s consolidated results is currently under review.
| Item | Details |
|---|---|
| Name of alliance partner | Plus Alpha Consulting Co.,LTD. |
| Alliance partner's business activities | Marketing solutions business (development and operation of the customer experience feedback system “見える化エンジン” (customer feedback visualization system), and the FAQ solution “アルファスコープ” (FAQ management solution)), CRM solutions business (development and operation of the CRM/MA system “カスタマーリングス” (customer relationship and marketing automation system)), HR platform business (development and operation of the talent management system “タレントパレット” (talent management platform)) |
| Alliance partner's location | Minato-ku, Tokyo |
| Alliance partner's capital | ¥561.397 million (as of 31 March 2026) |
| Alliance partner's net sales | ¥17,084.345 million (fiscal year ended September 2025) |
| Alliance partner's operating income | ¥6,378.692 million (fiscal year ended September 2025) |
| Type of alliance | Capital and Business Alliance |
| Details of the alliance | Rollout of “楽楽人事労務” (HR and labor management solution), an OEM product developed for the Company based on PAC’s existing “タレントパレット” product, Restrictions on the Company’s additional acquisition of PAC shares, Nomination by the Company of a director for PAC and limitation of the director’s role, Advance notice and a right of first refusal for PAC when the Company transfers PAC shares, Exclusion from application of the right-of-first-refusal provisions, Respect for PAC’s governance and response to company proposals, Conditions under which this memorandum of understanding ceases to have effect |
| Number of shares acquired | 6,906,100 common shares (16.30% voting rights ownership) |
| Acquisition price | ¥23.1 billion |
| Shareholding ratio | 5.91 ％ → 22.21 ％（Not disclosed） |
| Dispatch of directors and officers | Following completion of the share acquisition, the Company may nominate and dispatch, in principle, up to 1 director candidate to PAC. The role will be limited to that of a non-executive director. |
| Contract Period | If the Company’s ownership interest in PAC falls below 15% of PAC’s total issued shares after deducting treasury shares, this memorandum of understanding will automatically cease to have effect and terminate. |
| Shareholding Policy | Following completion of this share acquisition, the Company’s additional acquisition of PAC shares will, in principle, be restricted. The memorandum provides for advance notice when shares are transferred and a right of first refusal for PAC and other parties. |
| Date of board resolution | 14 July 2026 |
| Contract Date | 14 July 2026 |
| Share Acquisition Date and Payment Date | 21 August 2026 (予定) |
| Impact on Business Performance | The impact of this share acquisition on the Company’s consolidated results is currently under review. |
Items this document does not state (5)
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 respond to growing demand from small and medium-sized enterprises for back-office digital transformation and the use of generative AI, and to accelerate the development of new services and the creation of new markets jointly. The Company also aims to maximize synergies by combining the two companies’ system development capabilities, operational expertise and customer bases, thereby increasing corporate value over the medium to long term.