Worth reading
70In focus
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
1513
¥ million (sales of the business subject to the company split for the fiscal year ending March 2026)Wording
Conditional
How definitive the wording is.This transaction
Absorption-type company split in questionCounterparty株式会社インフォネット分割準備会社
Disclosing companyINFONET GROUP 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
All businesses (excluding the group management business)
Location Minato-ku, TokyoShare capital ¥293 millionDate of incorporation 15 October 2002
Net Sales¥2,085 million (fiscal year ending March 2026, consolidated)
Operating profit¥55 million (fiscal year ending March 2026, consolidated)
Net income for the current fiscal yearNet loss of ¥25 million (net income attributable to owners of the parent, fiscal year ending March 2026, consolidated)
Net assets¥1,087 million (fiscal year ending March 2026, consolidated)
Consideration and expenses
Acquisition priceNo consideration (no cash or other property will be transferred)
Type of ConsiderationNo consideration
Impact on Business Performance
The impact of this absorption-type company split on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders scheduled for 29 June 2026
Management structure after acquisitionThe Company will change its corporate name to 株式会社インフォネットグループ and will conduct management and other activities for the group companies. Its representative will be Representative Director and President Furushuku Satoshi (古宿 智). The successor company will change its corporate name to 株式会社インフォネット and will conduct website development, CMS website development system development, cloud services, ASP services, advertising design and printing, and video production.
| Item | Details |
|---|---|
| Transaction name | Absorption-type company split in question |
| Counterparty name | 株式会社インフォネット分割準備会社 |
| Name of the Subject Company | 株式会社インフォネット (company split company) |
| Business Description of the Subject Company | All businesses (excluding the group management business) |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥293 million |
| Date of Establishment of the Subject Company | 15 October 2002 |
| Net Sales of the Subject Company | ¥2,085 million (fiscal year ending March 2026, consolidated) |
| Operating Profit of the Subject Company | ¥55 million (fiscal year ending March 2026, consolidated) |
| Net Income of the Subject Company | Net loss of ¥25 million (net income attributable to owners of the parent, fiscal year ending March 2026, consolidated) |
| Net Assets of the Subject Company | ¥1,087 million (fiscal year ending March 2026, consolidated) |
| Acquisition price | No consideration (no cash or other property will be transferred) |
| Type of Consideration | No consideration |
| Voting rights ownership percentage | Before 100% → after 100% (wholly owned subsidiary) |
| Impact on Business Performance | The impact of this absorption-type company split on the Company's consolidated results will be immaterial. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at the annual general meeting of shareholders scheduled for 29 June 2026 |
| Management structure after acquisition | The Company will change its corporate name to 株式会社インフォネットグループ and will conduct management and other activities for the group companies. Its representative will be Representative Director and President Furushuku Satoshi (古宿 智). The successor company will change its corporate name to 株式会社インフォネット and will conduct website development, CMS website development system development, cloud services, ASP services, advertising design and printing, and video production. |
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 acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.The purpose is to strengthen the group's management strategy functions, enhance the autonomy of each business and accelerate decision-making. The Company also aims to strengthen its existing businesses, expand its SaaS business, develop service collaborations, enter new fields, accelerate growth through M&A and alliances, and optimize its business portfolio.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.