Worth reading
64In 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
231
¥ million (approximate total of the acquisition price and advisory fees, among other costs)Wording
Conditional
How definitive the wording is.This transaction
This share acquisition and this disposal of treasury sharesCounterpartyChiba Kazuo (千葉 和夫), Chiba Hidemi (千葉 秀美), Ikema Takehiro (池間 丈浩), Hirai Yoichi (平井 洋一)
Disclosing companyFuva Brain Limited
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
Mobile communications, fixed-line network, and IT solutions businesses
Location Sumida-ku, TokyoShare capital ¥50 millionDate of incorporation 6 February 1995
Net Sales¥504 million (fiscal year ended July 2025)
Operating profit¥30 million (fiscal year ended July 2025)
Net income for the current fiscal year¥22 million (fiscal year ended July 2025)
Net assets¥206 million (fiscal year ended July 2025)
Consideration and expenses
Acquisition priceCommon shares: ¥203 million (¥184 million settled in cash and ¥20 million equivalent through the disposal of treasury shares); total: ¥231 million (approximate)
Expenses other than the acquisition price¥27 million in advisory fees and other costs (approximate)
Type of ConsiderationMixed consideration (cash: 92 shares for ¥184 million; in-kind contribution of the company's treasury shares: 10 shares worth ¥20 million)
Funding arrangementsThe disposal of treasury shares will be conducted through an in-kind contribution in which shares of フィールドテック株式会社 serve as consideration, with no cash payment. The method of financing the ¥184 million cash settlement is Not disclosed.
Impact on Business Performance
The impact on the company's consolidated results for the fiscal year ending March 2027 is currently under review. The company plans to disclose the impact promptly once it has been determined.
Procedures and assumptions
Valuation methodologyDue diligence and a share valuation conducted by an external specialist independent of both the company and フィールドテック株式会社
Management structure after acquisitionフィールドテック株式会社 is予定 to become a consolidated subsidiary. フィールドテック株式会社 will handle the installation and configuration of the company's security products, while the group will jointly advance the recruitment and development of younger personnel. Changes to the trade name, representative, and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and this disposal of treasury shares |
| Counterparty name | Chiba Kazuo (千葉 和夫), Chiba Hidemi (千葉 秀美), Ikema Takehiro (池間 丈浩), Hirai Yoichi (平井 洋一) |
| Name of the Subject Company | フィールドテック株式会社 |
| Business Description of the Subject Company | Mobile communications, fixed-line network, and IT solutions businesses |
| Location of the Subject Company | Sumida-ku, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 6 February 1995 |
| Net Sales of the Subject Company | ¥504 million (fiscal year ended July 2025) |
| Operating Profit of the Subject Company | ¥30 million (fiscal year ended July 2025) |
| Net Income of the Subject Company | ¥22 million (fiscal year ended July 2025) |
| Net Assets of the Subject Company | ¥206 million (fiscal year ended July 2025) |
| Acquisition price | Common shares: ¥203 million (¥184 million settled in cash and ¥20 million equivalent through the disposal of treasury shares); total: ¥231 million (approximate) |
| Expenses other than the acquisition price | ¥27 million in advisory fees and other costs (approximate) |
| Type of Consideration | Mixed consideration (cash: 92 shares for ¥184 million; in-kind contribution of the company's treasury shares: 10 shares worth ¥20 million) |
| Number of shares acquired | 102 shares (102 voting rights) |
| Voting rights ownership percentage | Before 0.0% → after 51.0% |
| Funding arrangements | The disposal of treasury shares will be conducted through an in-kind contribution in which shares of フィールドテック株式会社 serve as consideration, with no cash payment. The method of financing the ¥184 million cash settlement is Not disclosed. |
| Impact on Business Performance | The impact on the company's consolidated results for the fiscal year ending March 2027 is currently under review. The company plans to disclose the impact promptly once it has been determined. |
| Date of board resolution | 24 April 2026 |
| Contract Date | 24 April 2026 (the document states that the agreement is scheduled to be executed) |
| Execution Date / Effective Date | Cash settlement: 30 April 2026; disposal of treasury shares: 26 May 2026 (予定) |
| Valuation methodology | Due diligence and a share valuation conducted by an external specialist independent of both the company and フィールドテック株式会社 |
| Management structure after acquisition | フィールドテック株式会社 is予定 to become a consolidated subsidiary. フィールドテック株式会社 will handle the installation and configuration of the company's security products, while the group will jointly advance the recruitment and development of younger personnel. Changes to the trade name, representative, and employee treatment are Not disclosed. |
Items this document does not state (9)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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.In anticipation of growing demand for communications infrastructure as AI agents become more widespread, フーバーブレイン will incorporate フィールドテック株式会社's technological expertise and project management capabilities in the communications infrastructure field. It aims to generate synergies by expanding its customer base, bringing the installation and configuration of security products in-house, and recruiting and developing younger personnel.
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