Worth reading
55In focus
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
7864
SharesWording
Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)PKSHA Associates Co., Ltd., PKSHA Infinity Co., Ltd.
Disclosing companyPKSHA Technology Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development of AI SaaS products, Development of AI SaaS products
Location Shibuya, Tokyo, Hakata-ku, Fukuoka City, Fukuoka PrefectureShare capital ¥14 million, ¥51 millionDate of incorporation March 2015, October 2019
Net Sales¥1,925 million (fiscal year ended September 2025), ¥905 million (fiscal year ended September 2025)
Net income for the current fiscal year¥717 million (fiscal year ended September 2025), ¥86 million (fiscal year ended September 2025)
Net assets¥3,491 million (fiscal year ended September 2025), ¥295 million (fiscal year ended September 2025)
Consideration and expenses
Type of ConsiderationShares. For each share of PKSHA Infinity, 100.83 shares of PKSHA Technology will be delivered. No new shares or cash or other consideration will be delivered to PKSHA Associates.
Merger ratio/share exchange ratio1 PKSHA Infinity share: 100.83 PKSHA Technology shares. PKSHA Technology will be the surviving company. No shares will be allocated to PKSHA Associates.
Funding arrangementsAs the allocation will be made using treasury shares held by the Company, no new shares will be issued. Other funding methods: Not disclosed.
Impact on Business Performance
The impact on the consolidated results of the Company’s group is immaterial.
Procedures and assumptions
Valuation methodologyDCF method (discounted cash flow method)
Independent valuation institution株式会社プルータス・コンサルティング
Conditions Precedent to ExecutionResolution at a shareholders’ meeting. 22 December 2026 (scheduled).
Management structure after acquisitionThere will be no change to the corporate name, business activities, head office location, representative’s title or name, capital or fiscal year-end of the Company, which will be the surviving company after the merger. The AI SaaS business will continue to be conducted by the Company. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | PKSHA Associates Co., Ltd., PKSHA Infinity Co., Ltd. |
| Name of the Subject Company | PKSHA Associates Co., Ltd., PKSHA Infinity Co., Ltd. |
| Business Description of the Subject Company | Development of AI SaaS products, Development of AI SaaS products |
| Location of the Subject Company | Shibuya, Tokyo, Hakata-ku, Fukuoka City, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥14 million, ¥51 million |
| Date of Establishment of the Subject Company | March 2015, October 2019 |
| Net Sales of the Subject Company | ¥1,925 million (fiscal year ended September 2025), ¥905 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥717 million (fiscal year ended September 2025), ¥86 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥3,491 million (fiscal year ended September 2025), ¥295 million (fiscal year ended September 2025) |
| Type of Consideration | Shares. For each share of PKSHA Infinity, 100.83 shares of PKSHA Technology will be delivered. No new shares or cash or other consideration will be delivered to PKSHA Associates. |
| Merger ratio/share exchange ratio | 1 PKSHA Infinity share: 100.83 PKSHA Technology shares. PKSHA Technology will be the surviving company. No shares will be allocated to PKSHA Associates. |
| Number of shares acquired | Total of 7,864 common shares of the Company to be allocated in connection with the merger (number of voting rights not stated) |
| Voting rights ownership percentage | Before PKSHA Associates 100.00%, PKSHA Infinity 93.52% (after not disclosed) |
| Funding arrangements | As the allocation will be made using treasury shares held by the Company, no new shares will be issued. Other funding methods: Not disclosed. |
| Impact on Business Performance | The impact on the consolidated results of the Company’s group is immaterial. |
| Date of board resolution | 17 September 2026 |
| Contract Date | 17 September 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Valuation methodology | DCF method (discounted cash flow method) |
| Independent valuation institution | 株式会社プルータス・コンサルティング |
| Conditions Precedent to Execution | Resolution at a shareholders’ meeting. 22 December 2026 (scheduled). |
| Management structure after acquisition | There will be no change to the corporate name, business activities, head office location, representative’s title or name, capital or fiscal year-end of the Company, which will be the surviving company after the merger. The AI SaaS business will continue to be conducted by the Company. Employee treatment: Not disclosed. |
Items this document does not state (9)
Operating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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.The purpose is to maximize the use of management resources, improve management efficiency and accelerate decision-making. The AI SaaS businesses operated by both companies will continue to be conducted by the Company after the merger.
How to read this page
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