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M&A and Subsidiary Changes4259ExaWizards Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in ele&company Co., Ltd. (Making It a Subsidiary)

ExaWizards will acquire all shares of the consulting firm ele&company from its existing shareholders, making it a wholly owned subsidiary. The aim is to expand customer touchpoints and the scope of services by combining consulting personnel with AI and engineering capabilities.

Worth reading
57In 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
704
million yen
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyMori Kensaku (森 兼作), Oka Ikki (岡 郁樹)
Disclosing companyExaWizards Inc.
ele&company Co., Ltd.Voting rights ownership percentageNumber of shares acquired 500 shares (number of voting rights: 500)

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

Consulting, fee-based employment placement, and worker dispatch services

Location Chuo-ku, TokyoShare capital ¥5 million (including reserves)Date of incorporation 8 April 2024
Net Sales¥395,867,137 (first half of the fiscal year ending December 2026)
Operating profit¥55,288,410 (first half of the fiscal year ending December 2026)
Net income for the current fiscal year¥35,547,636 (first half of the fiscal year ending December 2026)
Net assets¥61,608,923 (first half of the fiscal year ending December 2026)
Consideration and expenses
Acquisition price¥700 million
Expenses other than the acquisition priceAdvisory fees and other costs: ¥4 million
Type of ConsiderationCash
Impact on Business Performance

The details are currently under review. If it becomes necessary to revise the earnings forecast due to this share acquisition, the company will make a timely disclosure as soon as the impact is determined. The results of ele&company are scheduled to be reflected in the company's consolidated results from the third quarter of the fiscal year ending March 2027.

Procedures and assumptions
Management structure after acquisitionFollowing the acquisition, ele&company's current management team, including Representative Director Mori Kensaku (森 兼作) and Director Oka Ikki (岡 郁樹), is expected to continue managing the company.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameMori Kensaku (森 兼作), Oka Ikki (岡 郁樹)
Name of the Subject Companyele&company Co., Ltd.
Business Description of the Subject CompanyConsulting, fee-based employment placement, and worker dispatch services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥5 million (including reserves)
Date of Establishment of the Subject Company8 April 2024
Net Sales of the Subject Company¥395,867,137 (first half of the fiscal year ending December 2026)
Operating Profit of the Subject Company¥55,288,410 (first half of the fiscal year ending December 2026)
Net Income of the Subject Company¥35,547,636 (first half of the fiscal year ending December 2026)
Net Assets of the Subject Company¥61,608,923 (first half of the fiscal year ending December 2026)
Acquisition price¥700 million
Expenses other than the acquisition priceAdvisory fees and other costs: ¥4 million
Type of ConsiderationCash
Number of shares acquired500 shares (number of voting rights: 500)
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThe details are currently under review. If it becomes necessary to revise the earnings forecast due to this share acquisition, the company will make a timely disclosure as soon as the impact is determined. The results of ele&company are scheduled to be reflected in the company's consolidated results from the third quarter of the fiscal year ending March 2027.
Date of board resolution8 September 2026
Contract DateDuring September 2026
Execution Date / Effective DateDuring September 2026 (date of share transfer)
Management structure after acquisitionFollowing the acquisition, ele&company's current management team, including Representative Director Mori Kensaku (森 兼作) and Director Oka Ikki (岡 郁樹), is expected to continue managing the company.
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount 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.

The company aims to achieve medium- to long-term business growth by expanding customer touchpoints from field-oriented, hands-on consulting and developing business in departments and areas that it has not been able to approach sufficiently to date. It also plans to strengthen sales capabilities, cross-selling, and the recruitment and retention of personnel by combining ele&company's consulting personnel and sales model with the AI and engineering capabilities of the company's group.

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 ele&company Co., Ltd. (Making It a Subsidiary) | ExaWizards Inc. (4259) timely disclosure | Komori