Worth reading
63In 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
250
¥ million (first acquisition price)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares and conversion into a subsidiaryCounterpartySako Yoshinori (左子義則), Okada Masayuki (岡田雅之)
Disclosing companyZUU Co.,Ltd.
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
Digital marketing consulting
Location Shibuya, TokyoShare capital ¥3 millionDate of incorporation 19 March 2020
Net Sales¥1,240.477 million (fiscal year ended May 2025)
Operating profit¥1.901 million (fiscal year ended May 2025)
Net income for the current fiscal year¥526 thousand (fiscal year ended May 2025)
Net assets¥17.097 million (fiscal year ended May 2025)
Consideration and expenses
Acquisition priceFirst acquisition: ¥250 million. Second acquisition: structured to be linked to the target company's performance after it becomes a subsidiary, with a maximum of ¥344 million
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥9 million (estimated)
Type of ConsiderationCash
Impact on Business Performance
The impact of this transaction on the company's consolidated results for the next fiscal year (the fiscal year ending March 2027) is currently under review and is expected to be reflected in the earnings forecast for that fiscal year, which will be announced in due course
Procedures and assumptions
Valuation methodologyDue diligence by external experts and valuation by a third-party institution, among other methods
Management structure after acquisitionThe target company is予定 to become a subsidiary of the company as of the execution date of the first share acquisition and a wholly owned subsidiary upon completion of the second share acquisition. The corporate name, representative and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Counterparty name | Sako Yoshinori (左子義則), Okada Masayuki (岡田雅之) |
| Name of the Subject Company | 株式会社グローバルマーケティング |
| Business Description of the Subject Company | Digital marketing consulting |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥3 million |
| Date of Establishment of the Subject Company | 19 March 2020 |
| Net Sales of the Subject Company | ¥1,240.477 million (fiscal year ended May 2025) |
| Operating Profit of the Subject Company | ¥1.901 million (fiscal year ended May 2025) |
| Net Income of the Subject Company | ¥526 thousand (fiscal year ended May 2025) |
| Net Assets of the Subject Company | ¥17.097 million (fiscal year ended May 2025) |
| Acquisition price | First acquisition: ¥250 million. Second acquisition: structured to be linked to the target company's performance after it becomes a subsidiary, with a maximum of ¥344 million |
| Expenses other than the acquisition price | Advisory fees and other expenses: ¥9 million (estimated) |
| Type of Consideration | Cash |
| Number of shares acquired | 14 shares (14 voting rights, first acquisition). The remaining 6 shares are expected to be acquired in the second acquisition |
| Voting rights ownership percentage | Before 0.0% → after 70.0% (after the first acquisition); 100% (expected upon completion of the second acquisition) |
| Impact on Business Performance | The impact of this transaction on the company's consolidated results for the next fiscal year (the fiscal year ending March 2027) is currently under review and is expected to be reflected in the earnings forecast for that fiscal year, which will be announced in due course |
| Date of board resolution | 25 March 2026 |
| Contract Date | 25 March 2026 (予定) |
| Execution Date / Effective Date | First acquisition: 1 April 2026 (予定). Second acquisition: a date by mid-July 2029 is予定 |
| Valuation methodology | Due diligence by external experts and valuation by a third-party institution, among other methods |
| Management structure after acquisition | The target company is予定 to become a subsidiary of the company as of the execution date of the first share acquisition and a wholly owned subsidiary upon completion of the second share acquisition. The corporate name, representative and treatment of employees are 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 strengthen the salestech segment of its fintech platform business. The company expects to leverage the target company's digital marketing capabilities and customer base to drive cross-selling to existing customers, joint development of new advertising products, more efficient advertising operations, and expanded sales of solutions for corporate customers.
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