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M&A and Subsidiary Changes4196NEO MARKETING Inc.Information and Communications, Services and Others

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

ネオマーケティング decided to acquire 220 ordinary shares of PA Communication, representing 90.16% of voting rights, for ¥110 million and make the company a consolidated subsidiary. The acquisition is scheduled to close on 28 April 2026, with the total amount, including advisory fees and other expenses, estimated at ¥126 million.

Worth reading
51Recurring
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
126
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share acquisition (making the company a subsidiary)
Counterparty株式会社テクノデジタル
Disclosing companyNEO MARKETING Inc.
PA Communication Inc.Voting rights ownership percentageNumber of shares acquired 220 shares (number of voting rights: 220)

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

Planning, development, implementation, operation and analysis of branding strategies, content and creative development, digital marketing, events, PR and social media initiatives in the lifestyle sector

Location 5-1-11 Sendagaya, Shibuya-ku, TokyoShare capital ¥12.75 millionDate of incorporation 4 February 1997
Net Sales¥410.245 million (fiscal year ended December 2025; before finalisation of accounts)
Operating profit¥12.083 million (fiscal year ended December 2025; before finalisation of accounts)
Net income for the current fiscal yearNet loss of ¥0.381 million (fiscal year ended December 2025; before finalisation of accounts)
Net assets¥52.006 million (fiscal year ended December 2025; before finalisation of accounts)
Consideration and expenses
Acquisition price¥110 million for PAC’s ordinary shares
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥16 million
Type of ConsiderationCash
Impact on Business Performance

The impact on our consolidated results for the current consolidated fiscal year, ending September 2026, is expected to be immaterial. Over the medium to long term, however, the transaction is expected to contribute to our consolidated results and enhance corporate value.

Procedures and assumptions
Valuation methodologyDue diligence was conducted by a third-party organization, and the price was determined through discussions with the seller based on an amount calculated using a fair method.
Management structure after acquisitionPAC is scheduled to become our consolidated subsidiary from the third quarter of the fiscal year ending September 2026. The company name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameShare acquisition (making the company a subsidiary)
Counterparty name株式会社テクノデジタル
Name of the Subject CompanyPA Communication Inc.
Business Description of the Subject CompanyPlanning, development, implementation, operation and analysis of branding strategies, content and creative development, digital marketing, events, PR and social media initiatives in the lifestyle sector
Location of the Subject Company5-1-11 Sendagaya, Shibuya-ku, Tokyo
Capital Stock of the Subject Company¥12.75 million
Date of Establishment of the Subject Company4 February 1997
Net Sales of the Subject Company¥410.245 million (fiscal year ended December 2025; before finalisation of accounts)
Operating Profit of the Subject Company¥12.083 million (fiscal year ended December 2025; before finalisation of accounts)
Net Income of the Subject CompanyNet loss of ¥0.381 million (fiscal year ended December 2025; before finalisation of accounts)
Net Assets of the Subject Company¥52.006 million (fiscal year ended December 2025; before finalisation of accounts)
Acquisition price¥110 million for PAC’s ordinary shares
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥16 million
Type of ConsiderationCash
Number of shares acquired220 shares (number of voting rights: 220)
Voting rights ownership percentageBefore 0% → after 90.16%
Impact on Business PerformanceThe impact on our consolidated results for the current consolidated fiscal year, ending September 2026, is expected to be immaterial. Over the medium to long term, however, the transaction is expected to contribute to our consolidated results and enhance corporate value.
Date of board resolution30 March 2026
Contract Date30 March 2026
Execution Date / Effective Date28 April 2026 (scheduled)
Valuation methodologyDue diligence was conducted by a third-party organization, and the price was determined through discussions with the seller based on an amount calculated using a fair method.
Management structure after acquisitionPAC is scheduled to become our consolidated subsidiary from the third quarter of the fiscal year ending September 2026. The company name, representative and treatment of employees: not disclosed
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 incorporate PAC’s PR capabilities, strengthen its marketing support services and enhance its operating structure. The transaction is also intended to expand revenue opportunities by combining the companies’ customer bases, sales capabilities and personnel, thereby promoting cross-selling and increasing the added value of their services.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
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PA Communication (Making It a Subsidiary) | NEO MARKETING Inc. (4196) timely disclosure | Komori