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M&A and Subsidiary Changes4071Plus Alpha Consulting Co.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社Cradle (Making It a Subsidiary)

Plus Alpha Consulting decided to acquire 85.0% of the shares of 株式会社Cradle and make it a consolidated subsidiary. The acquisition price is ¥1,075 million, and the total amount including advisory fees and other expenses is approximately ¥1,087 million.

Worth reading
59In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1087
¥ million (approximate total amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyOzaki (尾嵜 優美)
Disclosing companyPlus Alpha Consulting Co.,LTD.
株式会社 CradleVoting rights ownership percentageNumber of shares acquired 10,074,030 shares (number of voting rights: 10,074,030)

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

Provision of services supporting companies' DEI and well-being initiatives

Location Shibuya, TokyoShare capital ¥95.999 millionDate of incorporation 16 December 2019
Net Sales¥205.556 million (fiscal year ended September 2025)
Operating profit¥61.958 million operating loss (fiscal year ended September 2025)
Net income for the current fiscal year¥62.061 million net loss (fiscal year ended September 2025)
Net assets¥81.679 million negative net assets (fiscal year ended September 2025)
Consideration and expenses
Acquisition price¥1,075 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥12 million
Type of ConsiderationCash
Goodwill amountThe Company is currently reviewing whether goodwill will arise and the related amount.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact on results for the fiscal year ending September 2026 is immaterial.

Procedures and assumptions
Management structure after acquisitionAfter the acquisition of shares, Ozaki (尾嵜 優美) is予定 to continue holding 15.0% of the company's shares and to continue managing the company as its representative director and president.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameOzaki (尾嵜 優美)
Name of the Subject Company株式会社 Cradle
Business Description of the Subject CompanyProvision of services supporting companies' DEI and well-being initiatives
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥95.999 million
Date of Establishment of the Subject Company16 December 2019
Net Sales of the Subject Company¥205.556 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥61.958 million operating loss (fiscal year ended September 2025)
Net Income of the Subject Company¥62.061 million net loss (fiscal year ended September 2025)
Net Assets of the Subject Company¥81.679 million negative net assets (fiscal year ended September 2025)
Acquisition price¥1,075 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥12 million
Type of ConsiderationCash
Number of shares acquired10,074,030 shares (number of voting rights: 10,074,030)
Voting rights ownership percentageBefore 0% → after 85.0%
Goodwill amountThe Company is currently reviewing whether goodwill will arise and the related amount.
Impact on Business PerformanceThe impact on results for the fiscal year ending September 2026 is immaterial.
Date of board resolution12 August 2026
Contract Date12 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Management structure after acquisitionAfter the acquisition of shares, Ozaki (尾嵜 優美) is予定 to continue holding 15.0% of the company's shares and to continue managing the company as its representative director and president.
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial 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.

To develop the enterprise market, expand services into human resources-related fields, and pursue cross-selling and the development of new services by leveraging the customer and technology platforms of both companies.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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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.
Notice Regarding the Acquisition of Shares in 株式会社Cradle (Making It a Subsidiary) | Plus Alpha Consulting Co.,LTD. (4071) timely disclosure | Komori