Worth reading
75Important
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
510791
Orchestra Holdings common sharesWording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社 Sharing Innovations
Disclosing companySharing Innovations 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.White points represent dates designated as scheduled dates in the document.
Target company
Digital transformation business; platform business
Location Shibuya, TokyoShare capital ¥436 millionDate of incorporation 6 June 2008
Net Sales¥4,458 million (fiscal year ended December 2025)
Operating profit¥100 million (fiscal year ended December 2025)
Net income for the current fiscal year¥23 million (fiscal year ended December 2025; profit attributable to owners of the parent)
Net assets¥1,609 million (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationShares (Orchestra Holdings ordinary shares)
Merger ratio/share exchange ratio1 : 0.478 (Orchestra Holdings as the wholly owning parent company in the share exchange; Sharing Innovations as the wholly owned subsidiary in the share exchange)
Amount of extraordinary income (loss)There will be no impact on consolidated profit or loss. The difference will be recognized directly in equity.
Impact on Business Performance
The impact of this share exchange on the two companies has not been determined at this time. The companies plan to make a timely disclosure if any matter requiring disclosure arises.
Procedures and assumptions
Valuation methodologyAverage market price method, market price method and discounted cash flow method (DCF method)
Independent valuation institution株式会社 SBI Securities; 株式会社Akasaka International Accounting
Special CommitteeEstablished. Comprises 3 members: Mizutani Takehiko (水谷健彦), Uemura Norio (上村紀夫) and Tomita Naoki (富田直樹). The committee consists of 2 outside directors and 1 outside corporate auditor.
Conditions Precedent to ExecutionApproval of the share exchange agreement at Sharing Innovations' extraordinary general meeting of shareholders scheduled for 26 October 2026. Orchestra Holdings does not require shareholder approval because the transaction is a simplified share exchange under the main clause of Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionSharing Innovations will become a wholly owned subsidiary of Orchestra Holdings, and its shares will be delisted. Its employees will work as members of the Orchestra Holdings Group, with plans to expand career opportunities and enhance investment in training. Changes to the representative and corporate name of the target company are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社 Sharing Innovations |
| Name of the Subject Company | 株式会社 Sharing Innovations |
| Business Description of the Subject Company | Digital transformation business; platform business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥436 million |
| Date of Establishment of the Subject Company | 6 June 2008 |
| Net Sales of the Subject Company | ¥4,458 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥100 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥23 million (fiscal year ended December 2025; profit attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥1,609 million (fiscal year ended December 2025) |
| Type of Consideration | Shares (Orchestra Holdings ordinary shares) |
| Merger ratio/share exchange ratio | 1 : 0.478 (Orchestra Holdings as the wholly owning parent company in the share exchange; Sharing Innovations as the wholly owned subsidiary in the share exchange) |
| Number of shares acquired | All issued shares of Sharing Innovations, excluding the 2,675,000 shares owned by Orchestra Holdings (the number of shares to be acquired is not disclosed). Orchestra Holdings common shares to be delivered: 510,791 shares (予定). Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 71.46％ → after 100% (making the company a wholly owned subsidiary) |
| Amount of extraordinary income (loss) | There will be no impact on consolidated profit or loss. The difference will be recognized directly in equity. |
| Impact on Business Performance | The impact of this share exchange on the two companies has not been determined at this time. The companies plan to make a timely disclosure if any matter requiring disclosure arises. |
| Date of board resolution | 25 August 2026 |
| Contract Date | 25 August 2026 |
| Execution Date / Effective Date | 30 November 2026 (予定) |
| Valuation methodology | Average market price method, market price method and discounted cash flow method (DCF method) |
| Independent valuation institution | 株式会社 SBI Securities; 株式会社Akasaka International Accounting |
| Special Committee | Established. Comprises 3 members: Mizutani Takehiko (水谷健彦), Uemura Norio (上村紀夫) and Tomita Naoki (富田直樹). The committee consists of 2 outside directors and 1 outside corporate auditor. |
| Conditions Precedent to Execution | Approval of the share exchange agreement at Sharing Innovations' extraordinary general meeting of shareholders scheduled for 26 October 2026. Orchestra Holdings does not require shareholder approval because the transaction is a simplified share exchange under the main clause of Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | Sharing Innovations will become a wholly owned subsidiary of Orchestra Holdings, and its shares will be delisted. Its employees will work as members of the Orchestra Holdings Group, with plans to expand career opportunities and enhance investment in training. Changes to the representative and corporate name of the target company are Not disclosed. |
Items this document does not state (7)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amount
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 eliminate the constraints on conflict-of-interest management, transactions and investment decisions arising from being a listed subsidiary and to accelerate decision-making. The transaction is also intended to enhance the ability to handle large-scale projects, development quality, productivity and cross-selling opportunities by utilizing development and sales personnel, technical expertise and the customer base as an integrated group, while reducing the costs of maintaining a listing.
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