Worth reading
58In 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
75.6
% (revenue from the split businesses / Nihon Enterprise Co.,Ltd.'s results)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty日本エンタープライズ分割準備株式会社
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.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Creation businesses, including content services and business support services, and solutions businesses, including systems development services and business support services (however, the company is not scheduled to conduct business before the absorption-type company split takes effect)
Location Shibuya, TokyoShare capital ¥100 millionDate of incorporation 1 July 2026
Net Sales- (established on 1 July 2026; no immediately preceding fiscal year)
Operating profit- (established on 1 July 2026; no immediately preceding fiscal year)
Net income for the current fiscal year- (established on 1 July 2026; no immediately preceding fiscal year)
Net assets¥100 million (standalone basis as of 1 July 2026)
Consideration and expenses
Type of ConsiderationShares (the successor company in the absorption-type company split will issue 2,000 common shares and allot and deliver all of them to Nihon Enterprise Co.,Ltd.)
Impact on Business Performance
We recognize that the impact on Nihon Enterprise Co.,Ltd.'s results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the absorption-type company split agreement at Nihon Enterprise Co.,Ltd.'s annual general meeting of shareholders and the successor company's shareholders' meeting scheduled for 28 August 2026. Approval of these amendments to the Articles of Incorporation at the same shareholders' meetings is also a condition, and the amendments will take effect on 1 December 2026 subject to the absorption-type company split taking effect.
Management structure after acquisitionNihon Enterprise Co.,Ltd. will change its corporate name to "日本エンタープライズグループ株式会社" and, as a pure holding company, will be responsible for management oversight and other functions relating to the business activities of the group companies. The successor company will change its corporate name to "日本エンタープライズ株式会社," and Sugiyama Koichi (杉山浩一) is scheduled to become its Representative Director and President. Treatment of employees: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 日本エンタープライズ分割準備株式会社 |
| Name of the Subject Company | 日本エンタープライズ分割準備株式会社 (successor company) |
| Business Description of the Subject Company | Creation businesses, including content services and business support services, and solutions businesses, including systems development services and business support services (however, the company is not scheduled to conduct business before the absorption-type company split takes effect) |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 1 July 2026 |
| Net Sales of the Subject Company | - (established on 1 July 2026; no immediately preceding fiscal year) |
| Operating Profit of the Subject Company | - (established on 1 July 2026; no immediately preceding fiscal year) |
| Net Income of the Subject Company | - (established on 1 July 2026; no immediately preceding fiscal year) |
| Net Assets of the Subject Company | ¥100 million (standalone basis as of 1 July 2026) |
| Type of Consideration | Shares (the successor company in the absorption-type company split will issue 2,000 common shares and allot and deliver all of them to Nihon Enterprise Co.,Ltd.) |
| Number of shares acquired | 2,000 shares (voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 100% → after 100% (all 2,000 issued shares will be allotted and delivered to Nihon Enterprise Co.,Ltd.) |
| Impact on Business Performance | We recognize that the impact on Nihon Enterprise Co.,Ltd.'s results will be immaterial. |
| Date of board resolution | 24 July 2026 |
| Contract Date | 24 July 2026 |
| Execution Date / Effective Date | 1 December 2026 (planned) |
| Conditions Precedent to Execution | Approval of the absorption-type company split agreement at Nihon Enterprise Co.,Ltd.'s annual general meeting of shareholders and the successor company's shareholders' meeting scheduled for 28 August 2026. Approval of these amendments to the Articles of Incorporation at the same shareholders' meetings is also a condition, and the amendments will take effect on 1 December 2026 subject to the absorption-type company split taking effect. |
| Management structure after acquisition | Nihon Enterprise Co.,Ltd. will change its corporate name to "日本エンタープライズグループ株式会社" and, as a pure holding company, will be responsible for management oversight and other functions relating to the business activities of the group companies. The successor company will change its corporate name to "日本エンタープライズ株式会社," and Sugiyama Koichi (杉山浩一) is scheduled to become its Representative Director and President. Treatment of employees: Not disclosed. |
Items this document does not state (12)
Acquisition 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)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.In light of changes in the business structure resulting from the spread of generative AI and other factors, Nihon Enterprise Co.,Ltd. will establish a stronger group management foundation to accelerate the expansion of its solutions business centered on IT consulting and the creation of new businesses. The holding company will oversee the management of the group as a whole and formulate strategy, while each operating company will develop its business flexibly and swiftly in line with its business characteristics, with the aim of maximizing corporate value.
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.