Worth reading
80Important
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
842
Millions of yenWording
Definitive
How definitive the wording is.This transaction
Acquisition of shares in 株式会社TOUCH TO GO (making it a subsidiary)CounterpartyJR 東日本スタートアップ株式会社, Signpost Corporation, KDDI New Business Development No. 3 Investment Limited Partnership, Other shareholders
Disclosing companySECURE,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
Planning, design, development, maintenance and sale of labor-saving systems and services, including unmanned payment systems
Location Minato-ku, TokyoShare capital ¥100 millionDate of incorporation 1 July 2019
Net Sales¥968 million (fiscal year ended March 2025)
Operating profitOperating loss of ¥63 million (fiscal year ended March 2025)
Net income for the current fiscal yearNet loss of ¥47 million (fiscal year ended March 2025)
Net assetsNet assets of ¥1,127 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥842 million for common shares in 株式会社TOUCH TO GO
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥8 million
Impact on Business Performance
The impact on results for the fiscal year ending December 2026 is currently under review
Procedures and assumptions
Management structure after acquisitionThe existing shareholders are expected to remain involved as shareholders of TOUCH TO GO. JR 東日本スタートアップ株式会社 is expected to remain involved in the operation of the business from a management perspective. The treatment of the other representatives and employees is not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in 株式会社TOUCH TO GO (making it a subsidiary) |
| Counterparty name | JR 東日本スタートアップ株式会社, Signpost Corporation, KDDI New Business Development No. 3 Investment Limited Partnership, Other shareholders |
| Name of the Subject Company | 株式会社TOUCH TO GO |
| Business Description of the Subject Company | Planning, design, development, maintenance and sale of labor-saving systems and services, including unmanned payment systems |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 1 July 2019 |
| Net Sales of the Subject Company | ¥968 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥63 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | Net loss of ¥47 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | Net assets of ¥1,127 million (fiscal year ended March 2025) |
| Acquisition price | ¥842 million for common shares in 株式会社TOUCH TO GO |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥8 million |
| Number of shares acquired | 16,282 shares (number of voting rights: 16,282) |
| Voting rights ownership percentage | Before 0.0％ → after 56.2％ |
| Impact on Business Performance | The impact on results for the fiscal year ending December 2026 is currently under review |
| Date of board resolution | 20 February 2026 |
| Contract Date | 20 February 2026 |
| Execution Date / Effective Date | 1 April 2026 (share transfer completion date) |
| Management structure after acquisition | The existing shareholders are expected to remain involved as shareholders of TOUCH TO GO. JR 東日本スタートアップ株式会社 is expected to remain involved in the operation of the business from a management perspective. The treatment of the other representatives and employees is not disclosed |
Items this document does not state (12)
Type of ConsiderationMerger 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.To achieve the early return to profitability of TOUCH TO GO, strengthen its business foundation and maximize corporate value by incorporating its technological capabilities and track record in the unmanned payment field, leveraging its construction and maintenance network, cross-selling to its customer base, sharing hardware expertise, and integrating payment and security.
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