Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
4376
¥ million (approximate acquisition price for the shares of GMO Commerce)Wording
Conditional
How definitive the wording is.This transaction
The Transaction (the Acquisition and Transfer of Shares)CounterpartyGMO Internet Group, Inc., GMO Commerce, Inc.
Disclosing companyGMO internet,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.White points represent dates designated as scheduled dates in the document.
Target company
GMO Commerce, Inc. Development and provision of marketing platforms and other services supporting improvements in customer experience and digital transformation at stores / GMO NIKKO Inc. Comprehensive marketing support business / GMO Insight Inc. Internet Advertising and Media Business
Location GMO Commerce, Inc. Shibuya, Tokyo / GMO NIKKO Inc. Shibuya, Tokyo / GMO Insight Inc. Shibuya, TokyoShare capital GMO Commerce, Inc. ¥1,103 million (as of 31 March 2026) / GMO NIKKO Inc. ¥100 million / GMO Insight Inc. ¥50 millionDate of incorporation GMO Commerce, Inc. 22 November 2012 / GMO NIKKO Inc. 3 August 2009 / GMO Insight Inc. 1 June 2017
Net SalesGMO Commerce, Inc. ¥2,456 million (fiscal year ended December 2025) / GMO NIKKO Inc. ¥8,973 million (fiscal year ended December 2025) / GMO Insight Inc. ¥1,630 million (fiscal year ended December 2025)
Operating profitGMO Commerce, Inc. ¥523 million (fiscal year ended December 2025) / GMO NIKKO Inc. ¥100 million (fiscal year ended December 2025) / GMO Insight Inc. ¥260 million (fiscal year ended December 2025)
Net income for the current fiscal yearGMO Commerce, Inc. ¥342 million (fiscal year ended December 2025) / GMO NIKKO Inc. ¥72 million (fiscal year ended December 2025) / GMO Insight Inc. ¥166 million (fiscal year ended December 2025)
Net assetsGMO Commerce, Inc. ¥2,776 million (fiscal year ended December 2025) / GMO NIKKO Inc. ¥1,811 million (fiscal year ended December 2025) / GMO Insight Inc. ¥549 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceShares of GMO Commerce: ¥4,376 million in total (approximate amount). Transfer price: ¥2,100 million for the shares of GMO NIKKO and ¥1,500 million for the shares of GMO Insight (both total approximate amounts)
Amount of extraordinary income (loss)An extraordinary gain of ¥2,123 million in the Company’s standalone financial statements. The quarter in which it will be recognized is not disclosed. No extraordinary gain will arise in the consolidated financial statements.
Impact on Business Performance
The Company expects to recognize an extraordinary gain of ¥2,123 million in its standalone financial statements. No extraordinary gain will arise in the consolidated financial statements. The impact on current-year results otherwise is expected to be immaterial, while the impact on next fiscal year’s results is still under review.
Procedures and assumptions
Valuation methodologyDiscounted cash flow method and market share price average method
Independent valuation institutionKPMG FAS Co., Ltd.
Special CommitteeEstablished. The committee comprises 3 outside directors who are independent officers and Audit & Supervisory Committee members, and have no interests in GMO-IG: Iwahama Miyuki (岩濱みゆき), Sugino Chiho (杉野知包), and Ayukawa Takuya (鮎川拓弥). It was established on 21 July 2026.
Conditions Precedent to ExecutionConditions precedent to the Company’s performance of its obligations and other matters. Details of the specific conditions are not disclosed.
Management structure after acquisitionGMO Commerce will serve as the core company for the GMO-IG Group’s Internet advertising and media business, while GMO NIKKO and GMO Insight will become wholly owned subsidiaries of GMO Commerce. Both companies will remain part of the Company’s consolidated group. Changes regarding the companies’ names, representatives and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | The Transaction (the Acquisition and Transfer of Shares) |
| Counterparty name | GMO Internet Group, Inc., GMO Commerce, Inc. |
| Name of the Subject Company | GMO Commerce, Inc., GMO NIKKO Inc., GMO Insight Inc. |
| Business Description of the Subject Company | GMO Commerce, Inc. Development and provision of marketing platforms and other services supporting improvements in customer experience and digital transformation at stores / GMO NIKKO Inc. Comprehensive marketing support business / GMO Insight Inc. Internet Advertising and Media Business |
| Location of the Subject Company | GMO Commerce, Inc. Shibuya, Tokyo / GMO NIKKO Inc. Shibuya, Tokyo / GMO Insight Inc. Shibuya, Tokyo |
| Capital Stock of the Subject Company | GMO Commerce, Inc. ¥1,103 million (as of 31 March 2026) / GMO NIKKO Inc. ¥100 million / GMO Insight Inc. ¥50 million |
| Date of Establishment of the Subject Company | GMO Commerce, Inc. 22 November 2012 / GMO NIKKO Inc. 3 August 2009 / GMO Insight Inc. 1 June 2017 |
| Net Sales of the Subject Company | GMO Commerce, Inc. ¥2,456 million (fiscal year ended December 2025) / GMO NIKKO Inc. ¥8,973 million (fiscal year ended December 2025) / GMO Insight Inc. ¥1,630 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | GMO Commerce, Inc. ¥523 million (fiscal year ended December 2025) / GMO NIKKO Inc. ¥100 million (fiscal year ended December 2025) / GMO Insight Inc. ¥260 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | GMO Commerce, Inc. ¥342 million (fiscal year ended December 2025) / GMO NIKKO Inc. ¥72 million (fiscal year ended December 2025) / GMO Insight Inc. ¥166 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | GMO Commerce, Inc. ¥2,776 million (fiscal year ended December 2025) / GMO NIKKO Inc. ¥1,811 million (fiscal year ended December 2025) / GMO Insight Inc. ¥549 million (fiscal year ended December 2025) |
| Acquisition price | Shares of GMO Commerce: ¥4,376 million in total (approximate amount). Transfer price: ¥2,100 million for the shares of GMO NIKKO and ¥1,500 million for the shares of GMO Insight (both total approximate amounts) |
| Number of shares acquired | GMO Commerce: 3,596,400 shares, representing 35,964 voting rights. Shares transferred: 4,178 shares of GMO NIKKO and 1,000 shares of GMO Insight. |
| Voting rights ownership percentage | Before 0% (GMO Commerce) → after 66.02% (GMO Commerce) |
| Amount of extraordinary income (loss) | An extraordinary gain of ¥2,123 million in the Company’s standalone financial statements. The quarter in which it will be recognized is not disclosed. No extraordinary gain will arise in the consolidated financial statements. |
| Impact on Business Performance | The Company expects to recognize an extraordinary gain of ¥2,123 million in its standalone financial statements. No extraordinary gain will arise in the consolidated financial statements. The impact on current-year results otherwise is expected to be immaterial, while the impact on next fiscal year’s results is still under review. |
| Date of board resolution | 24 September 2026 |
| Contract Date | 24 September 2026 (scheduled) |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Valuation methodology | Discounted cash flow method and market share price average method |
| Independent valuation institution | KPMG FAS Co., Ltd. |
| Special Committee | Established. The committee comprises 3 outside directors who are independent officers and Audit & Supervisory Committee members, and have no interests in GMO-IG: Iwahama Miyuki (岩濱みゆき), Sugino Chiho (杉野知包), and Ayukawa Takuya (鮎川拓弥). It was established on 21 July 2026. |
| Conditions Precedent to Execution | Conditions precedent to the Company’s performance of its obligations and other matters. Details of the specific conditions are not disclosed. |
| Management structure after acquisition | GMO Commerce will serve as the core company for the GMO-IG Group’s Internet advertising and media business, while GMO NIKKO and GMO Insight will become wholly owned subsidiaries of GMO Commerce. Both companies will remain part of the Company’s consolidated group. Changes regarding the companies’ names, representatives and treatment of employees are not disclosed. |
Items this document does not state (8)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amount
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 incorporate GMO Commerce’s customer base and expertise in subscription-based businesses and promote mutual customer referrals and cross-selling with the Company’s Internet infrastructure business. The reorganization will also facilitate the sharing of expertise among the advertising and media companies and clarify reporting lines, thereby stabilizing the earnings base of the business.
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