Worth reading
51Recurring
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
27.1
% (ratio of revenue from the businesses subject to the company split to standalone company revenue, fiscal year ended May 2025)Wording
Conditional
How definitive the wording is.This transaction
Transition to a holding company structure through this incorporation-type company split and this absorption-type company splitCounterparty交通情報サービス株式会社 (newly established company), 日本エンタープライズ分割準備株式会社 (company in preparation for the company split)
Disclosing companyNihon Enterprise Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
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
Traffic information services, including the planning and operation of services providing and distributing traffic and other information, and related systems development, Creation businesses, including content services and business support services, and solutions businesses, including systems development services and business support services
Location Shibuya, TokyoShare capital 交通情報サービス株式会社: ¥100 million (予定); 日本エンタープライズ分割準備株式会社: ¥100 millionDate of incorporation 交通情報サービス株式会社: 1 August 2026 (予定); 日本エンタープライズ分割準備株式会社: 1 July 2026 (予定)
Net Sales¥583 million (fiscal year ended May 2025 actual, businesses subject to the company split)
Consideration and expenses
Type of ConsiderationShares (the newly established company will issue 2,000 common shares, all of which will be allotted and delivered to the Company)
Impact on Business Performance
The company recognizes that the impact of this incorporation-type company split on its consolidated results will be immaterial. The company also recognizes that the impact of this transaction on its consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe incorporation-type company split is subject to the completion of the required procedures. The absorption-type company split is subject to approval of the relevant proposals at 日本エンタープライズ's annual general meeting of shareholders and completion of the required procedures.
Management structure after acquisitionThe holding company is expected to be a pure holding company responsible for managing the Group as a whole and formulating strategies for businesses spanning the Group, while each operating company will conduct its business in accordance with its respective business characteristics. The representative director and president of the newly established company will be Katsuta Yasufumi (勝田康文), and the representative director and president of the company in preparation for the company split will be Sugiyama Koichi (杉山浩一). 日本エンタープライズ is expected to dispatch directors and audit & supervisory board members to the newly established company and the company in preparation for the company split. Treatment of employees: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Transition to a holding company structure through this incorporation-type company split and this absorption-type company split |
| Counterparty name | 交通情報サービス株式会社 (newly established company), 日本エンタープライズ分割準備株式会社 (company in preparation for the company split) |
| Name of the Subject Company | 交通情報サービス株式会社, 日本エンタープライズ分割準備株式会社 |
| Business Description of the Subject Company | Traffic information services, including the planning and operation of services providing and distributing traffic and other information, and related systems development, Creation businesses, including content services and business support services, and solutions businesses, including systems development services and business support services |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | 交通情報サービス株式会社: ¥100 million (予定); 日本エンタープライズ分割準備株式会社: ¥100 million |
| Date of Establishment of the Subject Company | 交通情報サービス株式会社: 1 August 2026 (予定); 日本エンタープライズ分割準備株式会社: 1 July 2026 (予定) |
| Net Sales of the Subject Company | ¥583 million (fiscal year ended May 2025 actual, businesses subject to the company split) |
| Type of Consideration | Shares (the newly established company will issue 2,000 common shares, all of which will be allotted and delivered to the Company) |
| Number of shares acquired | 2,000 shares (issued by the newly established company and allotted and delivered to 日本エンタープライズ; number of voting rights: Not disclosed) |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Impact on Business Performance | The company recognizes that the impact of this incorporation-type company split on its consolidated results will be immaterial. The company also recognizes that the impact of this transaction on its consolidated results will be immaterial. |
| Date of board resolution | 17 June 2026 |
| Execution Date / Effective Date | 1 August 2026 (予定) for the incorporation-type company split; around 1 December 2026 (予定) for the absorption-type company split |
| Conditions Precedent to Execution | The incorporation-type company split is subject to the completion of the required procedures. The absorption-type company split is subject to approval of the relevant proposals at 日本エンタープライズ's annual general meeting of shareholders and completion of the required procedures. |
| Management structure after acquisition | The holding company is expected to be a pure holding company responsible for managing the Group as a whole and formulating strategies for businesses spanning the Group, while each operating company will conduct its business in accordance with its respective business characteristics. The representative director and president of the newly established company will be Katsuta Yasufumi (勝田康文), and the representative director and president of the company in preparation for the company split will be Sugiyama Koichi (杉山浩一). 日本エンタープライズ is expected to dispatch directors and audit & supervisory board members to the newly established company and the company in preparation for the company split. Treatment of employees: Not disclosed. |
Items this document does not state (17)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeTreatment of employees
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.In light of changes in the business environment, including the growing adoption of generative AI, the Group will strengthen its management platform and optimize group management in order to accelerate the expansion of its solutions business centered on IT consulting and the creation of new businesses.
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