Worth reading
77Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
2451
¥ per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This Tender Offer (the Transaction)Counterparty合同会社キーウェスト・ネットワーク
Disclosing companyFuture Corporation
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
In its IT Consulting & Services business, the company shares customers' management issues from the perspective of their executives, develops a fundamental understanding of their businesses, and resolves those issues by building information systems that harness advanced IT through its high level of practical technical expertise. In its Business Innovation business, the company provides original services using IT technology and creates business innovation.
Location Tokyo (details of the head office address are Not disclosed)Date of incorporation November 1989 (exact date Not disclosed)
Net Sales¥42,277 million (six months of the fiscal year ending December 2026; financial forecast)
Operating profit¥10,120 million (six months of the fiscal year ending December 2026; financial forecast)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,451 per common share
Minimum number of shares to be purchased23,376,700 shares (minimum number set)
Tender offer period30 July 2026 to 10 September 2026 (30 business days)
Funding arrangementsBorrowing from Sumitomo Mitsui Banking Corporation (this financing)
Impact on Business Performance
No impact of this transaction on financial results is stated. Separately, subject to completion of this tender offer, the company resolved to revise its dividend forecast to indicate that no year-end dividend will be paid for the fiscal year ending December 2026.
Procedures and assumptions
Valuation methodologyMarket price method or average market price method, comparable company analysis, and DCF method
Independent valuation institution株式会社プルータス・コンサルティング and Frontier Management Inc.
Special CommitteeEstablished. The committee consists of 3 members: Kawamoto Akira (川本明), Sakakibara Miki (榊原美紀), and Nishiura Yukiko (西浦由希子). All are outside directors and independent officers of the Tokyo Stock Exchange.
Conditions Precedent to ExecutionThe number of shares tendered must be at least the minimum purchase amount of 23,376,700 shares. Subject to completion of this tender offer, the shares covered by the non-tender agreement are expected to be transferred to a trust. Following completion, a demand for sale of shares or a share consolidation is expected to be implemented in accordance with the ownership percentage of voting rights.
Management structure after acquisitionChairman Kanemaru (金丸) is expected to continue managing the company as representative director and chairman after this transaction. The composition of the other officers will be determined through consultation, but the current management structure is expected to be maintained in principle. Employees' current employment conditions are also expected to be maintained in principle. After completion of this tender offer and before the settlement commencement date, the tender offeror is expected to change its legal form from a godo kaisha to a kabushiki kaisha.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | 合同会社キーウェスト・ネットワーク |
| Name of the Subject Company | Future Corporation |
| Business Description of the Subject Company | In its IT Consulting & Services business, the company shares customers' management issues from the perspective of their executives, develops a fundamental understanding of their businesses, and resolves those issues by building information systems that harness advanced IT through its high level of practical technical expertise. In its Business Innovation business, the company provides original services using IT technology and creates business innovation. |
| Location of the Subject Company | Tokyo (details of the head office address are Not disclosed) |
| Date of Establishment of the Subject Company | November 1989 (exact date Not disclosed) |
| Net Sales of the Subject Company | ¥42,277 million (six months of the fiscal year ending December 2026; financial forecast) |
| Operating Profit of the Subject Company | ¥10,120 million (six months of the fiscal year ending December 2026; financial forecast) |
| Type of Consideration | Cash |
| Tender offer price | ¥2,451 per common share |
| Minimum number of shares to be purchased | 23,376,700 shares (minimum number set) |
| Tender offer period | 30 July 2026 to 10 September 2026 (30 business days) |
| Voting rights ownership percentage | Before 34.02% (the tender offeror's ownership percentage as of today) → after 66.63% (if shares are purchased up to the minimum number; ultimately, the tender offeror plans to become the sole shareholder) |
| Funding arrangements | Borrowing from Sumitomo Mitsui Banking Corporation (this financing) |
| Impact on Business Performance | No impact of this transaction on financial results is stated. Separately, subject to completion of this tender offer, the company resolved to revise its dividend forecast to indicate that no year-end dividend will be paid for the fiscal year ending December 2026. |
| Date of board resolution | 29 July 2026 |
| Contract Date | 29 July 2026 (agreement regarding the tender offer) |
| Execution Date / Effective Date | The tender offer period is from 30 July 2026 to 10 September 2026. The effective date of the share consolidation is Not disclosed (an extraordinary shareholders meeting is planned for late November to early December 2026). |
| Valuation methodology | Market price method or average market price method, comparable company analysis, and DCF method |
| Independent valuation institution | 株式会社プルータス・コンサルティング and Frontier Management Inc. |
| Special Committee | Established. The committee consists of 3 members: Kawamoto Akira (川本明), Sakakibara Miki (榊原美紀), and Nishiura Yukiko (西浦由希子). All are outside directors and independent officers of the Tokyo Stock Exchange. |
| Conditions Precedent to Execution | The number of shares tendered must be at least the minimum purchase amount of 23,376,700 shares. Subject to completion of this tender offer, the shares covered by the non-tender agreement are expected to be transferred to a trust. Following completion, a demand for sale of shares or a share consolidation is expected to be implemented in accordance with the ownership percentage of voting rights. |
| Management structure after acquisition | Chairman Kanemaru (金丸) is expected to continue managing the company as representative director and chairman after this transaction. The composition of the other officers will be determined through consultation, but the current management structure is expected to be maintained in principle. Employees' current employment conditions are also expected to be maintained in principle. After completion of this tender offer and before the settlement commencement date, the tender offeror is expected to change its legal form from a godo kaisha to a kabushiki kaisha. |
Items this document does not state (9)
Capital Stock of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)
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 company explained that taking the company private would enable it to pursue, from a medium- to long-term perspective and without being affected by short-term performance as a listed company or stock market valuations, research and development in advanced technologies including AI, recruitment and development of personnel, internal structural reforms, and strategic M&A and alliances. It also cited the reduction of the human and financial costs associated with maintaining its listing and the reallocation of management resources to growth areas.
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.