Worth reading
64In 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
92400000
yen (total investment by the Company in the joint venture)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This capital and business alliance and the establishment of this joint ventureCounterpartySnow Mountain AI Private Limited
Disclosing companyGlobalway,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development and provision of an AI agent platform / Sales, implementation support and maintenance, and other services for the “QwikBuild” AI agent platform in Japan
Location Karnataka, Republic of India / Minato-ku, TokyoShare capital Snow Mountain AI Private Limited: 180,000 Indian rupees (¥297 thousand) / QwikBuild Co., Ltd. (tentative name): ¥500 thousand at establishment, ¥46,950 thousand after completion of Phase 3 (planned)Date of incorporation Snow Mountain AI Private Limited: 31 July 2023 / QwikBuild Co., Ltd. (tentative name): December 2026 (planned)
Net Sales500,724 Indian rupees (¥826 thousand), fiscal year ended March 2026
Operating profit–44,391,259 Indian rupees (–¥73,246 thousand), fiscal year ended March 2026
Net income for the current fiscal year–44,391,259 Indian rupees (–¥73,246 thousand), fiscal year ended March 2026
Net assets–76,241,628 Indian rupees (–¥125,799 thousand), fiscal year ended March 2026
Consideration and expenses
Acquisition priceSM shares: US$500,000 (approximately ¥77 million) / Total investment by the Company in this joint venture: ¥92,400,000 (¥1,000,000 in Phase 1 and ¥91,400,000 in Phase 3)
Type of ConsiderationCash
Impact on Business Performance
The impact of this transaction on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review.
Procedures and assumptions
Valuation methodologyDiscounted cash flow method. For Phase 3, the Company plans to obtain a share valuation report from an independent third-party valuation institution based on the share value after the exclusive license is granted.
Independent valuation institutionRegistered valuer in India (name not disclosed) / For Phase 3, an independent third-party valuation institution (name not disclosed)
Conditions Precedent to ExecutionFor Phase 2, satisfaction of the conditions precedent set forth in the joint venture agreement. For Phase 3, the exclusive license agreement becoming effective, acquisition of a share valuation report, and approval by the Company’s Board of Directors
Management structure after acquisitionMasato Kagami (各務正人) is expected to become the representative director of this joint venture. The Company will nominate 2 of the joint venture’s 3 directors. SM plans to appoint 1 non-executive director. Employee terms: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This capital and business alliance and the establishment of this joint venture |
| Counterparty name | Snow Mountain AI Private Limited |
| Name of the Subject Company | Snow Mountain AI Private Limited (investment target) / QwikBuild Co., Ltd. (tentative name) (establishment target) |
| Business Description of the Subject Company | Development and provision of an AI agent platform / Sales, implementation support and maintenance, and other services for the “QwikBuild” AI agent platform in Japan |
| Location of the Subject Company | Karnataka, Republic of India / Minato-ku, Tokyo |
| Capital Stock of the Subject Company | Snow Mountain AI Private Limited: 180,000 Indian rupees (¥297 thousand) / QwikBuild Co., Ltd. (tentative name): ¥500 thousand at establishment, ¥46,950 thousand after completion of Phase 3 (planned) |
| Date of Establishment of the Subject Company | Snow Mountain AI Private Limited: 31 July 2023 / QwikBuild Co., Ltd. (tentative name): December 2026 (planned) |
| Net Sales of the Subject Company | 500,724 Indian rupees (¥826 thousand), fiscal year ended March 2026 |
| Operating Profit of the Subject Company | –44,391,259 Indian rupees (–¥73,246 thousand), fiscal year ended March 2026 |
| Net Income of the Subject Company | –44,391,259 Indian rupees (–¥73,246 thousand), fiscal year ended March 2026 |
| Net Assets of the Subject Company | –76,241,628 Indian rupees (–¥125,799 thousand), fiscal year ended March 2026 |
| Acquisition price | SM shares: US$500,000 (approximately ¥77 million) / Total investment by the Company in this joint venture: ¥92,400,000 (¥1,000,000 in Phase 1 and ¥91,400,000 in Phase 3) |
| Type of Consideration | Cash |
| Number of shares acquired | SM: 1,190 common shares / This joint venture: 700,000 common shares (700,000 voting rights) |
| Voting rights ownership percentage | Joint venture company 0.0% → 70.0% / SM Co. Not disclosed → 5.00% (on a fully diluted basis) |
| Impact on Business Performance | The impact of this transaction on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review. |
| Date of board resolution | 9 October 2026 |
| Contract Date | 9 October 2026 |
| Execution Date / Effective Date | Payment to SM: October–November 2026 (planned) / Establishment of this joint venture: December 2026 (planned) / Investment by SM: planned from December 2026 onward / Exclusive license agreement effective: promptly after completion of Phase 2 (planned) / Additional investment by the Company: planned around January 2027 |
| Valuation methodology | Discounted cash flow method. For Phase 3, the Company plans to obtain a share valuation report from an independent third-party valuation institution based on the share value after the exclusive license is granted. |
| Independent valuation institution | Registered valuer in India (name not disclosed) / For Phase 3, an independent third-party valuation institution (name not disclosed) |
| Conditions Precedent to Execution | For Phase 2, satisfaction of the conditions precedent set forth in the joint venture agreement. For Phase 3, the exclusive license agreement becoming effective, acquisition of a share valuation report, and approval by the Company’s Board of Directors |
| Management structure after acquisition | Masato Kagami (各務正人) is expected to become the representative director of this joint venture. The Company will nominate 2 of the joint venture’s 3 directors. SM plans to appoint 1 non-executive director. Employee terms: Not disclosed |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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 exclusively roll out SM’s AI agent platform, “QwikBuild,” in the Japanese market. The Company aims to launch its AI agent business in Japan at an early stage by combining SM’s technology and research and development capabilities with the Company’s customer base, sales and business development capabilities, and implementation support and maintenance capabilities. In addition, the Company will strengthen SM’s financial base through its investment and the conversion of existing convertible bonds into shares, and secure the continued provision of technology and products by strengthening its relationship with SM.
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