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M&A and Subsidiary Changes4488AI inside Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Wanderlust Co., Ltd. (Making It a Subsidiary)

AI inside will acquire 70.0% of the common shares of 株式会社Wanderlust for ¥700 million, making it a consolidated subsidiary. By combining the target company's ability to propose AI strategies with AI inside's products and implementation support capabilities, AI inside will strengthen its ability to handle large-scale AI projects.

Worth reading
56In 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
750
¥ million (approximate total of the acquisition price, advisory fees and other costs)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyNishikawa Hibiki (西川 響)
Disclosing companyAI inside Inc.
株式会社WanderlustVoting rights ownership percentageNumber of shares acquired 86,411 common shares (number of voting rights: 86,411)

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

AI development consulting business

Location Chiyoda-ku, TokyoShare capital ¥1 millionDate of incorporation January 2023
Net Sales¥241 million (fiscal year ending March 2026)
Operating profit¥31 million (fiscal year ending March 2026)
Net income for the current fiscal year¥26 million (fiscal year ending March 2026)
Net assets¥73 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥700 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥50 million
Type of ConsiderationCash
Impact on Business Performance

The impact on consolidated results and financial position for the fiscal year ending March 2027 is currently under review. If it becomes necessary to make further disclosure, the details will be disclosed promptly once determined.

This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameNishikawa Hibiki (西川 響)
Name of the Subject Company株式会社Wanderlust
Business Description of the Subject CompanyAI development consulting business
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject CompanyJanuary 2023
Net Sales of the Subject Company¥241 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥31 million (fiscal year ending March 2026)
Net Income of the Subject Company¥26 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥73 million (fiscal year ending March 2026)
Acquisition price¥700 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥50 million
Type of ConsiderationCash
Number of shares acquired86,411 common shares (number of voting rights: 86,411)
Voting rights ownership percentageBefore 0.0% → after 70.0%
Impact on Business PerformanceThe impact on consolidated results and financial position for the fiscal year ending March 2027 is currently under review. If it becomes necessary to make further disclosure, the details will be disclosed promptly once determined.
Date of board resolution30 September 2026
Contract Date30 September 2026
Execution Date / Effective DateDuring October 2026 (share transfer completion date)
Items this document does not state (12)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.

To build a structure capable of responding to increasingly large-scale AI implementation projects by combining the target company's ability to make proposals from the upstream stages of AI strategy development with our products and implementation support capabilities. In addition, to expand the scope of AI use after implementation and thereby increase contract sizes.

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.
Notice Regarding the Acquisition of Shares in Wanderlust Co., Ltd. (Making It a Subsidiary) | AI inside Inc. (4488) timely disclosure | Komori