Worth reading
52Recurring
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
33.28
% (percentage of voting rights held)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of shares (making the company an equity-method affiliate) and borrowing of fundsCounterpartyＪＮＳホールディングス株式会社, スタジオプラスコ株式会社
Disclosing companyPaycloud Holdings Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution25 August 2021
Contract Date25 August 2021
Execution Date / Effective Date25 August 2021 (scheduled)
Target company
Branding and promotional support services for companies through the provision of the server-managed prepaid card system “Value Card ASP Service”
Location Chuo-ku, TokyoShare capital ¥440.889 million (as of 30 June 2021)Date of incorporation 26 July 2006
Net Sales¥2,223 million (fiscal year ended June 2021)
Operating profit¥31 million (fiscal year ended June 2021)
Net income for the current fiscal yearNet loss of ¥56 million (fiscal year ended June 2021)
Net assets¥1,356 million (fiscal year ended June 2021)
Consideration and expenses
Acquisition priceNot disclosed due to a confidentiality obligation with the counterparty
Type of ConsiderationCash (acquisition price not disclosed due to confidentiality obligations)
Funding arrangementsBorrowing of ¥1,700 million from Mizuho Bank. The interest rate is TIBOR plus 1%, the loan term is 2 years, and collateral and guarantees are provided.
Impact on Business Performance
The impact on the company’s results for the current fiscal year is currently under review. If it is deemed necessary, the company will make a prompt announcement.
Procedures and assumptions
Valuation methodologyDetermined through discussions with the counterparties based on an expert valuation of the shares
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company an equity-method affiliate) and borrowing of funds |
| Counterparty name | ＪＮＳホールディングス株式会社, スタジオプラスコ株式会社 |
| Name of the Subject Company | Value Design, Inc. |
| Business Description of the Subject Company | Branding and promotional support services for companies through the provision of the server-managed prepaid card system “Value Card ASP Service” |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥440.889 million (as of 30 June 2021) |
| Date of Establishment of the Subject Company | 26 July 2006 |
| Net Sales of the Subject Company | ¥2,223 million (fiscal year ended June 2021) |
| Operating Profit of the Subject Company | ¥31 million (fiscal year ended June 2021) |
| Net Income of the Subject Company | Net loss of ¥56 million (fiscal year ended June 2021) |
| Net Assets of the Subject Company | ¥1,356 million (fiscal year ended June 2021) |
| Acquisition price | Not disclosed due to a confidentiality obligation with the counterparty |
| Type of Consideration | Cash (acquisition price not disclosed due to confidentiality obligations) |
| Number of shares acquired | 576,000 shares (number of voting rights: 5,760) |
| Voting rights ownership percentage | Before 0.01％ → after 33.28％ |
| Funding arrangements | Borrowing of ¥1,700 million from Mizuho Bank. The interest rate is TIBOR plus 1%, the loan term is 2 years, and collateral and guarantees are provided. |
| Impact on Business Performance | The impact on the company’s results for the current fiscal year is currently under review. If it is deemed necessary, the company will make a prompt announcement. |
| Date of board resolution | 25 August 2021 |
| Contract Date | 25 August 2021 |
| Execution Date / Effective Date | 25 August 2021 (scheduled) |
| Valuation methodology | Determined through discussions with the counterparties based on an expert valuation of the shares |
Items this document does not state (11)
Expenses other than the acquisition priceMerger 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 ExecutionManagement structure after acquisition
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 reasons given are that the visions and business development strategies of 株式会社バリューデザイン and アララ differ, that アララ plans to expand into areas including chargebacks, regional currencies and support for store digital transformation, and that there is considerable room for 株式会社バリューデザイン to expand its earnings as it continues to provide services to mass retailers, restaurant chains and other customers.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.