Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
36
¥100 million (aggregate acquisition price for both companies)Wording
Conditional
How definitive the wording is.This transaction
This transaction (acquisition of shares in GMO NIKKO and GMO Insight, making them subsidiaries)CounterpartyGMO Internet, Inc.
Disclosing companyGMO Commerce,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
Integrated marketing support business (digital marketing / ad technology / tools and solutions), michill business / media business / social games business / partner solutions business
Location Shibuya, Tokyo, Shibuya, TokyoShare capital ¥100 million, ¥50 millionDate of incorporation 3 August 2009, 1 June 2017
Net Sales¥8,973 million (fiscal year ended December 2025), ¥1,630 million (fiscal year ended December 2025)
Operating profit¥100 million (fiscal year ended December 2025), ¥260 million (fiscal year ended December 2025)
Net income for the current fiscal year¥72 million (fiscal year ended December 2025), ¥166 million (fiscal year ended December 2025)
Net assets¥1,811 million (fiscal year ended December 2025), ¥549 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceGMO NIKKO: ¥2.1 billion / GMO Insight: ¥1.5 billion; approximately ¥3.6 billion in total for both companies (total fixed consideration: ¥3.6 billion)
Type of ConsiderationCash
Funding arrangements¥1.7 billion in borrowings from financial institutions, ¥1.2 billion in intra-group borrowings, and ¥700 million in internal funds
Impact on Business Performance
The full-year consolidated earnings forecast for the fiscal year ending December 2026 has been revised. Revenue was revised from ¥3,356 million to ¥5,656 million, operating profit from ¥660 million to ¥740 million, ordinary profit from ¥651 million to ¥730 million, and net income attributable to owners of the parent from ¥428 million to ¥440 million. The respective rates of change are +68.5%, +12.1%, +12.1%, and +2.8%.
Procedures and assumptions
Valuation methodologyDiscounted cash flow method
Independent valuation institutionBridge Consulting Group Inc.
Special CommitteeEstablished. The committee comprises 3 outside directors with no conflicts of interest with the controlling shareholder: Hirotani Hitoshi (廣谷仁志), Hashizume Kenzo (橋爪賢三), and Miura Nozomi (三浦希美).
Management structure after acquisitionOn 1 October 2026, Sakuma Isamu (佐久間勇), Representative Director, President and Executive Officer of GMO NIKKO, is scheduled to be appointed Deputy President and Executive Officer of the Company. There will be no change to the composition of the Company's directors. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This transaction (acquisition of shares in GMO NIKKO and GMO Insight, making them subsidiaries) |
| Counterparty name | GMO Internet, Inc. |
| Name of the Subject Company | GMO NIKKO Inc., GMO Insight Inc. |
| Business Description of the Subject Company | Integrated marketing support business (digital marketing / ad technology / tools and solutions), michill business / media business / social games business / partner solutions business |
| Location of the Subject Company | Shibuya, Tokyo, Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥100 million, ¥50 million |
| Date of Establishment of the Subject Company | 3 August 2009, 1 June 2017 |
| Net Sales of the Subject Company | ¥8,973 million (fiscal year ended December 2025), ¥1,630 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥100 million (fiscal year ended December 2025), ¥260 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥72 million (fiscal year ended December 2025), ¥166 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥1,811 million (fiscal year ended December 2025), ¥549 million (fiscal year ended December 2025) |
| Acquisition price | GMO NIKKO: ¥2.1 billion / GMO Insight: ¥1.5 billion; approximately ¥3.6 billion in total for both companies (total fixed consideration: ¥3.6 billion) |
| Type of Consideration | Cash |
| Number of shares acquired | GMO NIKKO: 4,178 shares / GMO Insight: 1,000 shares. The number of voting rights is not disclosed. |
| Voting rights ownership percentage | Before GMO NIKKO: 0.00%; GMO Insight: 0.00% → after GMO NIKKO: 100.00%; GMO Insight: 100.00% |
| Funding arrangements | ¥1.7 billion in borrowings from financial institutions, ¥1.2 billion in intra-group borrowings, and ¥700 million in internal funds |
| Impact on Business Performance | The full-year consolidated earnings forecast for the fiscal year ending December 2026 has been revised. Revenue was revised from ¥3,356 million to ¥5,656 million, operating profit from ¥660 million to ¥740 million, ordinary profit from ¥651 million to ¥730 million, and net income attributable to owners of the parent from ¥428 million to ¥440 million. The respective rates of change are +68.5%, +12.1%, +12.1%, and +2.8%. |
| Date of board resolution | 24 September 2026 |
| Contract Date | 24 September 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Valuation methodology | Discounted cash flow method |
| Independent valuation institution | Bridge Consulting Group Inc. |
| Special Committee | Established. The committee comprises 3 outside directors with no conflicts of interest with the controlling shareholder: Hirotani Hitoshi (廣谷仁志), Hashizume Kenzo (橋爪賢三), and Miura Nozomi (三浦希美). |
| Management structure after acquisition | On 1 October 2026, Sakuma Isamu (佐久間勇), Representative Director, President and Executive Officer of GMO NIKKO, is scheduled to be appointed Deputy President and Executive Officer of the Company. There will be no change to the composition of the Company's directors. Employee treatment: Not disclosed |
Items this document does not state (8)
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)Conditions 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.The companies aim to build a marketing platform for the AI era by responding to structural changes in the AI-driven marketing market and bringing together their store marketing, advertising and integrated marketing, and media and data capabilities. They also aim to expand their business scope and earnings base through mutual use of customer bases, cross-selling, the monetisation of recurring revenue, and cost reductions from integrating administrative functions.
How to read this page
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