Worth reading
69In focus
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This share transfer, Acquisition of a subsidiaryCounterpartyMikawa Tsuyoshi (三川剛), 株式会社JAPANDX
Disclosing companyEltes Co.,Ltd.
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
DX Promotion Business, System solutions development, VR system development, social game development and operation, website production and operation, and social content production and operation, System engineering services (SES) and contract development services, DX development business and GovTech business
Location Shinagawa Ward, Tokyo, Morioka, Iwate Prefecture, Shinagawa Ward, Tokyo, Shinagawa Ward, TokyoShare capital ¥195 million, ¥10 million, ¥5 million, ¥73 millionDate of incorporation 11 December 2020, 17 April 2017, 1 October 2015, 25 January 2016
Net Sales¥656.840 million (fiscal year ended February 2026), ¥268.394 million (fiscal year ended February 2026), Not disclosed, Not disclosed
Operating profit¥29.188 million (fiscal year ended February 2026), ¥68.262 million (fiscal year ended February 2026), Not disclosed, Not disclosed
Net income for the current fiscal year¥38.074 million (fiscal year ended February 2026), ¥44.017 million (fiscal year ended February 2026), Not disclosed, Not disclosed
Net assets¥404.745 million (fiscal year ended February 2026), ¥172.155 million (fiscal year ended February 2026), Not disclosed, Not disclosed
Consideration and expenses
Acquisition priceTransfer price: ¥5 million, ¥126 million (GloLing), ¥473 million (プレイネクストラボ)
Type of ConsiderationCash
Goodwill amountAmount and amortization period: Not disclosed (the acquisition price was determined based on the standalone net assets of the target company plus goodwill)
Amount of extraordinary income (loss)A total of ¥281 million, including impairment losses on software and tax expenses recognized in connection with consideration of this carve-out, in the fiscal year ended February 2026. These amounts were recorded as consolidation adjustments and are not included in the operating results or financial position shown in the table.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
JAPANDX and JDXS are scheduled to be excluded from the scope of consolidation from the first quarter of the fiscal year ending February 2027. The impact on consolidated results for the fiscal year ending February 2027 is currently under review. The impact on consolidated results from making GloLing and プレイネクストラボ subsidiaries is immaterial.
Procedures and assumptions
Valuation methodologyShare valuation by an independent third-party expert and the target companies' recent performance trends, among other factors, Book value on the consolidated balance sheet of the JAPANDX Group as of the end of February 2026 (standalone net assets of the target company plus goodwill)
Independent valuation institutionIndependent third-party expert (name: Not disclosed)
Management structure after acquisitionJAPANDX and JDXS are scheduled to be excluded from the scope of the Company's consolidation. Mikawa Tsuyoshi (三川剛) is scheduled to resign as a director of the Company effective 30 April 2026. GloLing and プレイネクストラボ will become wholly owned subsidiaries of the Company. Corporate names and employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share transfer, Acquisition of a subsidiary |
| Counterparty name | Mikawa Tsuyoshi (三川剛), 株式会社JAPANDX |
| Name of the Subject Company | 株式会社JAPANDX, JDXソリューションズ株式会社, 株式会社GloLing, プレイネクストラボ株式会社 |
| Business Description of the Subject Company | DX Promotion Business, System solutions development, VR system development, social game development and operation, website production and operation, and social content production and operation, System engineering services (SES) and contract development services, DX development business and GovTech business |
| Location of the Subject Company | Shinagawa Ward, Tokyo, Morioka, Iwate Prefecture, Shinagawa Ward, Tokyo, Shinagawa Ward, Tokyo |
| Capital Stock of the Subject Company | ¥195 million, ¥10 million, ¥5 million, ¥73 million |
| Date of Establishment of the Subject Company | 11 December 2020, 17 April 2017, 1 October 2015, 25 January 2016 |
| Net Sales of the Subject Company | ¥656.840 million (fiscal year ended February 2026), ¥268.394 million (fiscal year ended February 2026), Not disclosed, Not disclosed |
| Operating Profit of the Subject Company | ¥29.188 million (fiscal year ended February 2026), ¥68.262 million (fiscal year ended February 2026), Not disclosed, Not disclosed |
| Net Income of the Subject Company | ¥38.074 million (fiscal year ended February 2026), ¥44.017 million (fiscal year ended February 2026), Not disclosed, Not disclosed |
| Net Assets of the Subject Company | ¥404.745 million (fiscal year ended February 2026), ¥172.155 million (fiscal year ended February 2026), Not disclosed, Not disclosed |
| Acquisition price | Transfer price: ¥5 million, ¥126 million (GloLing), ¥473 million (プレイネクストラボ) |
| Type of Consideration | Cash |
| Number of shares acquired | JAPANDX: 3,406 shares transferred; 3,406 voting rights, GloLing: 250 shares; 250 voting rights, プレイネクストラボ: 20,480 shares; 20,480 voting rights |
| Voting rights ownership percentage | Before JAPANDX 94.9%; GloLing 0%; プレイネクストラボ 0% → after JAPANDX 0%; GloLing 100%; プレイネクストラボ 100% |
| Goodwill amount | Amount and amortization period: Not disclosed (the acquisition price was determined based on the standalone net assets of the target company plus goodwill) |
| Amount of extraordinary income (loss) | A total of ¥281 million, including impairment losses on software and tax expenses recognized in connection with consideration of this carve-out, in the fiscal year ended February 2026. These amounts were recorded as consolidation adjustments and are not included in the operating results or financial position shown in the table. |
| Impact on Business Performance | JAPANDX and JDXS are scheduled to be excluded from the scope of consolidation from the first quarter of the fiscal year ending February 2027. The impact on consolidated results for the fiscal year ending February 2027 is currently under review. The impact on consolidated results from making GloLing and プレイネクストラボ subsidiaries is immaterial. |
| Date of board resolution | 27 April 2026 (transfer of JAPANDX shares and acquisition of プレイネクストラボ), 12 March 2026 (acquisition of GloLing) |
| Contract Date | 27 April 2026 (transfer of JAPANDX shares and acquisition of プレイネクストラボ), 19 March 2026 (acquisition of GloLing) |
| Execution Date / Effective Date | 30 April 2026 (transfer of JAPANDX shares, scheduled), 19 March 2026 (acquisition of GloLing), 28 April 2026 (acquisition of プレイネクストラボ) |
| Valuation methodology | Share valuation by an independent third-party expert and the target companies' recent performance trends, among other factors, Book value on the consolidated balance sheet of the JAPANDX Group as of the end of February 2026 (standalone net assets of the target company plus goodwill) |
| Independent valuation institution | Independent third-party expert (name: Not disclosed) |
| Management structure after acquisition | JAPANDX and JDXS are scheduled to be excluded from the scope of the Company's consolidation. Mikawa Tsuyoshi (三川剛) is scheduled to resign as a director of the Company effective 30 April 2026. GloLing and プレイネクストラボ will become wholly owned subsidiaries of the Company. Corporate names and employee treatment: Not disclosed |
Items this document does not state (8)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsSpecial 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.JAPANDX is in an investment phase, making it difficult to anticipate high profitability in the short term, and its business is heavily concentrated in the second half of the fiscal year because it is focused primarily on local-government customers. Accordingly, the Company states that it will execute the transfer to management as soon as possible, while retaining GloLing and プレイネクストラボ within the scope of consolidation because they are expected to make stable contributions to earnings with limited seasonal fluctuations, thereby maximizing consolidated performance and corporate value. The Company also states that it will concentrate management resources on its core digital security business.
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