Worth reading
83Important
Scored from 2 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
5278
Millions of yen (total acquisition price and advisory fees and other expenses)Wording
Definitive
How definitive the wording is.This transaction
Acquisition of shares and conversion into a subsidiaryDisclosing companyFULLCAST HOLDINGS 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.
Consideration and expenses
Acquisition price¥5,271 million
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥7 million
Procedures and assumptions
Valuation methodologyReasonably calculated based on an equity value assessment by an independent third-party institution
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Name of the Subject Company | RGFタレントソリューションズ株式会社, RGF International Recruitment Holdings Ltd |
| Acquisition price | ¥5,271 million |
| Expenses other than the acquisition price | Advisory fees and other expenses: ¥7 million |
| Number of shares acquired | Ordinary shares of RGFタレントソリューションズ株式会社: 1,126,966 shares (number of voting rights: 1,126,966), Ordinary shares of RGF International Recruitment Holdings Ltd: 661,224,386 shares (number of voting rights: 661,224,386) |
| Voting rights ownership percentage | Before －％ → after 100.0％ |
| Valuation methodology | Reasonably calculated based on an equity value assessment by an independent third-party institution |
Items this document does not state (25)
Counterparty nameBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateExecution Date / Effective DateIndependent 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.The 22 January 2026 disclosure stated that the acquisition price would be finalized by adding the price adjustment under the share transfer agreement to the equity value of ¥1,200 million.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.