Worth reading
57In focus
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
384
¥ millionWording
Conditional
How definitive the wording is.This transaction
Share acquisition (additional acquisition)CounterpartyPasona Group Inc.
Disclosing companycirclace 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
Consulting services related to software technology, and the planning, development, implementation and operational support of various solutions
Location 2-1-3 Nihonbashi, Chuo-ku, TokyoShare capital ¥72.29 million (as of the end of March 2026)Date of incorporation 21 August 2023
Net Sales¥596 million (fiscal year ended March 2025)
Operating profitOperating loss of ¥117 million (fiscal year ended March 2025)
Net income for the current fiscal yearNegative net assets of ¥126 million (fiscal year ended March 2025)
Net assetsNegative net assets of ¥126 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥384 million
Impact on Business Performance
The impact of this transaction on our consolidated results for the current fiscal year will be immaterial.
Procedures and assumptions
Management structure after acquisitionThe target company will remain a consolidated subsidiary. Changes to its corporate name and the treatment of its representative and employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Share acquisition (additional acquisition) |
| Counterparty name | Pasona Group Inc. |
| Name of the Subject Company | アオラナウ株式会社 |
| Business Description of the Subject Company | Consulting services related to software technology, and the planning, development, implementation and operational support of various solutions |
| Location of the Subject Company | 2-1-3 Nihonbashi, Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥72.29 million (as of the end of March 2026) |
| Date of Establishment of the Subject Company | 21 August 2023 |
| Net Sales of the Subject Company | ¥596 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥117 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | Negative net assets of ¥126 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | Negative net assets of ¥126 million (fiscal year ended March 2025) |
| Acquisition price | ¥384 million |
| Number of shares acquired | 600 shares (number of voting rights: 600) |
| Voting rights ownership percentage | Before 44.48％ → after 88.95％ |
| Impact on Business Performance | The impact of this transaction on our consolidated results for the current fiscal year will be immaterial. |
| Date of board resolution | 11 June 2026 |
| Contract Date | 11 June 2026 |
| Execution Date / Effective Date | 30 June 2026 (予定) |
| Management structure after acquisition | The target company will remain a consolidated subsidiary. Changes to its corporate name and the treatment of its representative and employees: not disclosed |
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 further strengthen collaboration with the target company, accelerate decision-making as an integrated group, and maximize group synergies.
How to read this page
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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.