Worth reading
41Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
74591
¥ thousands (revenue of the business being split for the fiscal year ended September 2025)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)AIS株式会社
Disclosing companyTEMONA.inc.
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
・Web advertising business, ・landing page and contracted Web production business, ・e-commerce support business
Location Shibuya, TokyoShare capital ¥40,000 thousandDate of incorporation 27 February 2015
Net Sales¥68,592 thousand (fiscal year ended September 2025)
Operating profit¥40,438 thousand (fiscal year ended September 2025)
Net income for the current fiscal year¥29,395 thousand (fiscal year ended September 2025)
Net assets¥99,819 thousand (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNo consideration will be delivered (no shares or other consideration will be delivered).
Type of ConsiderationNo consideration (no shares or other consideration will be delivered).
Impact on Business Performance
Because this is a company split between TEMONA.inc. and its wholly owned subsidiary, the impact on TEMONA.inc.'s consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified company split as provided for in Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval at a shareholders' meeting of TEMONA.inc.
Management structure after acquisitionFollowing this absorption-type company split, there will be no changes to TEMONA.inc.'s name, location, representative's title or name, business activities, capital, or fiscal year-end. AIS's post-transaction management structure and treatment of its employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | AIS株式会社 |
| Name of the Subject Company | AIS株式会社 |
| Business Description of the Subject Company | ・Web advertising business, ・landing page and contracted Web production business, ・e-commerce support business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥40,000 thousand |
| Date of Establishment of the Subject Company | 27 February 2015 |
| Net Sales of the Subject Company | ¥68,592 thousand (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥40,438 thousand (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥29,395 thousand (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥99,819 thousand (fiscal year ended September 2025) |
| Acquisition price | No consideration will be delivered (no shares or other consideration will be delivered). |
| Type of Consideration | No consideration (no shares or other consideration will be delivered). |
| Voting rights ownership percentage | Before 97.00% → after 100.00% |
| Impact on Business Performance | Because this is a company split between TEMONA.inc. and its wholly owned subsidiary, the impact on TEMONA.inc.'s consolidated results will be immaterial. |
| Date of board resolution | 13 October 2026 |
| Contract Date | 13 October 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | As this is a simplified company split as provided for in Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval at a shareholders' meeting of TEMONA.inc. |
| Management structure after acquisition | Following this absorption-type company split, there will be no changes to TEMONA.inc.'s name, location, representative's title or name, business activities, capital, or fiscal year-end. AIS's post-transaction management structure and treatment of its employees: not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial 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 further grow the Subsc-at Business and improve management efficiency. The company states that it aims to strengthen its earnings base and maximize the corporate value of the group as a whole by speeding up decision-making, clarifying management responsibilities, and concentrating the allocation of management resources.
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