This transaction
Acquisition of shares in this transactionThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
・Store promotion, customer acquisition support and operational efficiency improvement through smartphone apps ・Corporate DX support ・Local-government DX support and regional economic revitalization
The company will revise its consolidated earnings forecasts for the fiscal year ending December 2026 from the previously announced standalone earnings forecasts, expecting increases of approximately ¥400 million in net sales, approximately ¥20 million in operating profit, approximately ¥10 million in ordinary profit and ¥5 million in net income.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | GMO GlobalSign Holdings K.K. |
| Name of the Subject Company | GMO Digital Lab Inc. |
| Business Description of the Subject Company | ・Store promotion, customer acquisition support and operational efficiency improvement through smartphone apps ・Corporate DX support ・Local-government DX support and regional economic revitalization |
| Location of the Subject Company | Chuo-ku, Sapporo, Hokkaido |
| Capital Stock of the Subject Company | ¥34.55 million |
| Date of Establishment of the Subject Company | 9 December 1993 |
| Net Sales of the Subject Company | ¥887 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥7 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥4 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥257 million (fiscal year ended December 2025) |
| Acquisition price | Common shares of GMOデジタルラボ株式会社: ¥700 million (fixed consideration). Earn-out consideration will be up to ¥100 million, making the total acquisition consideration up to ¥800 million. |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥1 million |
| Type of Consideration | Cash |
| Number of shares acquired | 600 shares (number of voting rights: 600) |
| Voting rights ownership percentage | Before －％ → after 100％ |
| Funding arrangements | Borrowing. The company decided to borrow the funds on 15 June 2026. |
| Impact on Business Performance | The company will revise its consolidated earnings forecasts for the fiscal year ending December 2026 from the previously announced standalone earnings forecasts, expecting increases of approximately ¥400 million in net sales, approximately ¥20 million in operating profit, approximately ¥10 million in ordinary profit and ¥5 million in net income. |
| Date of board resolution | 15 June 2026 |
| Contract Date | 15 June 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Valuation methodology | Discounted cash flow method |
| Independent valuation institution | Bridge Consulting Group Inc. |
| Management structure after acquisition | The target company will become a consolidated subsidiary of the company effective 1 July 2026. The trade name, post-transaction representative and treatment of employees are Not disclosed. |
Items this document does not state (8)
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 mutually complement the target company's customer base among SMBs, individual stores and local governments with the company's customer base among major chains, thereby increasing customer spending through cross-selling and upselling. The company also aims to expand its support for store marketing and its AI capabilities by incorporating the target company's store-promotion apps, payment and mobile gift certificate businesses, local-government DX-related businesses and technology team.