Worth reading
46Recurring
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
191
¥ million (revenue of the transferred business for the fiscal year ended March 2026)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)CXDネクスト
Disclosing companySmaregi,Inc.
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
Business providing cloud services supporting point-of-sale operations, cashless payment services and sales aggregation services, among others (online POS business)
Location Shibuya, TokyoShare capital ¥100 millionDate of incorporation 9 July 2007
Net SalesUndisclosed (fiscal year ended March 2026)
Operating profitUndisclosed (fiscal year ended March 2026)
Net income for the current fiscal yearUndisclosed (fiscal year ended March 2026)
Net assets¥305 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥1
Type of ConsiderationCash (¥1)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending April 2027 is immaterial. The accounting treatment and impact on results are currently under review.
Procedures and assumptions
Valuation methodologyConsultation between the parties, taking comprehensive account of the transferred business’s earnings, the assets, liabilities, rights and obligations subject to the transfer, and the costs to be borne after the transfer
Conditions Precedent to ExecutionCXDネクスト plans to obtain shareholder approval by the day before the effective date. No shareholder approval is required on the Smaregi,Inc. side because the transaction qualifies as a simplified company split under Article 796(2) of the Companies Act.
Management structure after acquisitionThere will be no changes to Smaregi,Inc.’s corporate name, location, representative, business activities, stated capital or fiscal year-end. Employment contracts with CXDネクスト employees and the associated rights and obligations will not be transferred.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | CXDネクスト |
| Name of the Subject Company | CXDネクスト |
| Business Description of the Subject Company | Business providing cloud services supporting point-of-sale operations, cashless payment services and sales aggregation services, among others (online POS business) |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 9 July 2007 |
| Net Sales of the Subject Company | Undisclosed (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Undisclosed (fiscal year ended March 2026) |
| Net Income of the Subject Company | Undisclosed (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥305 million (fiscal year ended March 2026) |
| Acquisition price | ¥1 |
| Type of Consideration | Cash (¥1) |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending April 2027 is immaterial. The accounting treatment and impact on results are currently under review. |
| Date of board resolution | 25 September 2026 |
| Contract Date | 25 September 2026 |
| Execution Date / Effective Date | 1 December 2026 (予定) |
| Valuation methodology | Consultation between the parties, taking comprehensive account of the transferred business’s earnings, the assets, liabilities, rights and obligations subject to the transfer, and the costs to be borne after the transfer |
| Conditions Precedent to Execution | CXDネクスト plans to obtain shareholder approval by the day before the effective date. No shareholder approval is required on the Smaregi,Inc. side because the transaction qualifies as a simplified company split under Article 796(2) of the Companies Act. |
| Management structure after acquisition | There will be no changes to Smaregi,Inc.’s corporate name, location, representative, business activities, stated capital or fiscal year-end. Employment contracts with CXDネクスト employees and the associated rights and obligations will not be transferred. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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.Smaregi,Inc. determined that it was appropriate to acquire the business to ensure service continuity for existing customers and the smooth performance of the remaining operations. The company will continue providing services until the business ends and propose that customers migrate to Smaregi,Inc., with the aim of expanding its customer base in cloud services for stores and enhancing corporate value over the medium to long term.
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