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
5
Times (adjusted EV/EBITDA multiple based on the previous fiscal year's results)Wording
Conditional
How definitive the wording is.This transaction
AcquisitionCounterparty2 individual shareholders
Disclosing companyONE CAREER 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
A holding company of 株式会社キッズ・コーポレーション, which provides advertising support relating to universities, junior colleges and vocational schools for high school students and high schools, as well as recruitment support for companies recruiting high school graduates.
Location Nakagyo-ku, Kyoto, Kyoto PrefectureShare capital ¥10 millionDate of incorporation 1 August 2018
Net Sales¥180 million (fiscal year ended September 2025)
Operating profit¥168 million (fiscal year ended September 2025)
Net income for the current fiscal yearNet loss of ¥22 million (fiscal year ended September 2025)
Net assets¥1,816 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed because the sellers are individuals, and disclosure could allow the amount to be inferred, raising personal safety concerns, and pursuant to the confidentiality obligations between the parties.
Type of ConsiderationCash
Impact on Business Performance
The impact on the earnings forecast for the fiscal year ending December 2026 is currently under review.
Procedures and assumptions
Valuation methodologyTo be determined after consultation and agreement with the seller, based on the valuation calculated by an independent third party.
Management structure after acquisitionIf this acquisition is completed as scheduled, 株式会社ゼロワンブレイン and 株式会社キッズ・コーポレーション are expected to become consolidated subsidiaries of the Company from the third quarter of the fiscal year ending December 2026.
| Item | Details |
|---|---|
| Transaction name | Acquisition |
| Counterparty name | 2 individual shareholders |
| Name of the Subject Company | 株式会社ゼロワンブレイン |
| Business Description of the Subject Company | A holding company of 株式会社キッズ・コーポレーション, which provides advertising support relating to universities, junior colleges and vocational schools for high school students and high schools, as well as recruitment support for companies recruiting high school graduates. |
| Location of the Subject Company | Nakagyo-ku, Kyoto, Kyoto Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 August 2018 |
| Net Sales of the Subject Company | ¥180 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥168 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | Net loss of ¥22 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥1,816 million (fiscal year ended September 2025) |
| Acquisition price | The acquisition price will not be disclosed because the sellers are individuals, and disclosure could allow the amount to be inferred, raising personal safety concerns, and pursuant to the confidentiality obligations between the parties. |
| Type of Consideration | Cash |
| Number of shares acquired | 200 shares (number of voting rights: 10,199) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Impact on Business Performance | The impact on the earnings forecast for the fiscal year ending December 2026 is currently under review. |
| Date of board resolution | 26 March 2026 |
| Contract Date | 26 March 2026 (scheduled) |
| Execution Date / Effective Date | 31 July 2026 (予定) |
| Valuation methodology | To be determined after consultation and agreement with the seller, based on the valuation calculated by an independent third party. |
| Management structure after acquisition | If this acquisition is completed as scheduled, 株式会社ゼロワンブレイン and 株式会社キッズ・コーポレーション are expected to become consolidated subsidiaries of the Company from the third quarter of the fiscal year ending December 2026. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger 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 株式会社キッズ・コーポレーション's school network and data on students' post-secondary choices and establish an integrated support structure covering high school students' post-secondary choices, career development after university enrollment and job hunting. The transaction will also combine this data with the Group's data to accelerate matching among students, companies and educational institutions.
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