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M&A and Subsidiary Changes4377ONE CAREER Inc.Information and Communications, Services and Others

Supplementary Explanatory Materials on the Acquisition of Shares in 株式会社キッズ・コーポレーション

株式会社ワンキャリア acquired 100% of the shares of 株式会社ゼロワンブレイン, the parent company of 株式会社キッズ・コーポレーション, making キッズ社 a sub-subsidiary. The acquisition was completed on 31 July 2026, and キッズ社’s profit and loss is expected to be consolidated from the fourth quarter of the fiscal year ending December 2026.

Worth reading
82Important
Scored from 3 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
100
¥ million (increase in forecast consolidated operating profit for the fiscal year ending December 2026)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Bringing into the group
Counterparty株式会社ゼロワンブレイン
Disclosing companyONE CAREER Inc.
株式会社キッズ・コーポレーションVoting rights ownership percentageNumber of shares acquired Acquisition ratio: 100%. Number of shares and voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date31 July 2026 (acquisition completed). The deemed acquisition date is scheduled to be 30 September 2026.
Target company

Education and career guidance for high schools and high school students Recruitment support for companies hiring high school graduates

Location Nakagyo-ku, Kyoto, Kyoto PrefectureDate of incorporation 26 January 1994
Net SalesApproximately ¥2.6 billion (fiscal year ended March 2025)
Operating profitApproximately ¥280 million (fiscal year ended March 2025)
Consideration and expenses
Funding arrangementsThe company plans to borrow ¥500 million from a financial institution when the transaction is completed.
Goodwill amountExpected amount arising from the transaction: ¥763 million. Goodwill on a broader basis is approximately ¥700–800 million. Goodwill amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The company expects to revise its full-year consolidated earnings forecast for the fiscal year ending December 2026, with revenue increasing by ¥500 million and operating profit increasing by ¥100 million. These figures may change because the purchase price allocation and goodwill amortization period have not yet been finalized.

Procedures and assumptions
Valuation methodologyValuation based on an EV/adjusted EBITDA multiple of 5.0x
This transaction
ItemDetails
Transaction nameBringing into the group
Counterparty name株式会社ゼロワンブレイン
Name of the Subject Company株式会社キッズ・コーポレーション
Business Description of the Subject CompanyEducation and career guidance for high schools and high school students Recruitment support for companies hiring high school graduates
Location of the Subject CompanyNakagyo-ku, Kyoto, Kyoto Prefecture
Date of Establishment of the Subject Company26 January 1994
Net Sales of the Subject CompanyApproximately ¥2.6 billion (fiscal year ended March 2025)
Operating Profit of the Subject CompanyApproximately ¥280 million (fiscal year ended March 2025)
Number of shares acquiredAcquisition ratio: 100%. Number of shares and voting rights: Not disclosed
Voting rights ownership percentageAfter 100% (before not disclosed)
Funding arrangementsThe company plans to borrow ¥500 million from a financial institution when the transaction is completed.
Goodwill amountExpected amount arising from the transaction: ¥763 million. Goodwill on a broader basis is approximately ¥700–800 million. Goodwill amortization period: Not disclosed
Impact on Business PerformanceThe company expects to revise its full-year consolidated earnings forecast for the fiscal year ending December 2026, with revenue increasing by ¥500 million and operating profit increasing by ¥100 million. These figures may change because the purchase price allocation and goodwill amortization period have not yet been finalized.
Execution Date / Effective Date31 July 2026 (acquisition completed). The deemed acquisition date is scheduled to be 30 September 2026.
Valuation methodologyValuation based on an EV/adjusted EBITDA multiple of 5.0x
Items this document does not state (17)
Capital Stock of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)Date of board resolutionContract DateIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 companies aim to expand ワンキャリア社’s membership base and extend its business and platform into the education sector by leveraging キッズ社’s nationwide network of universities, junior colleges, vocational schools and other educational institutions. Targeted synergies include expanding both companies’ customer bases, increasing average customer spending, developing new products and media, and cross-selling into the recruitment market for high school graduates.

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.
Supplementary Explanatory Materials on the Acquisition of Shares in 株式会社キッズ・コーポレーション | ONE CAREER Inc. (4377) timely disclosure | Komori