Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
50
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterparty (target company)arcbricks Co., Ltd.
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
Provision of Data+AI solutions, Databricks consulting, and systems development and maintenance
Location 2-1-3 Nihonbashi, Chuo-ku, TokyoShare capital ¥3.05 million (as of the end of September 2026)Date of incorporation 1 April 2025
Net Sales¥31.458 million (fiscal year ended March 2026)
Operating profitOperating loss: ¥78.770 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss: ¥80.432 million (fiscal year ended March 2026)
Net assets-¥74.365 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceShares of the target company: ¥50 million (equivalent to the conversion value of the convertible bonds)
Type of ConsiderationShares (acquired through exercise of the stock acquisition rights attached to convertible bonds)
Funding arrangementsConversion of the convertible bonds held by the Company into shares
Impact on Business Performance
The impact of this transaction on the Company's results for the current fiscal year is expected to be minor.
Procedures and assumptions
Management structure after acquisitionThe target company is expected to become a consolidated subsidiary of the Company effective 30 October 2026. Trade name, representative and employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | arcbricks Co., Ltd. |
| Name of the Subject Company | arcbricks Co., Ltd. |
| Business Description of the Subject Company | Provision of Data+AI solutions, Databricks consulting, and systems development and maintenance |
| Location of the Subject Company | 2-1-3 Nihonbashi, Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥3.05 million (as of the end of September 2026) |
| Date of Establishment of the Subject Company | 1 April 2025 |
| Net Sales of the Subject Company | ¥31.458 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Operating loss: ¥78.770 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss: ¥80.432 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | -¥74.365 million (fiscal year ended March 2026) |
| Acquisition price | Shares of the target company: ¥50 million (equivalent to the conversion value of the convertible bonds) |
| Type of Consideration | Shares (acquired through exercise of the stock acquisition rights attached to convertible bonds) |
| Number of shares acquired | Number of shares acquired: 1,000 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 0％ → after 89.20％ |
| Funding arrangements | Conversion of the convertible bonds held by the Company into shares |
| Impact on Business Performance | The impact of this transaction on the Company's results for the current fiscal year is expected to be minor. |
| Date of board resolution | 14 October 2026 |
| Execution Date / Effective Date | 30 October 2026 (予定) |
| Management structure after acquisition | The target company is expected to become a consolidated subsidiary of the Company effective 30 October 2026. Trade name, representative and employee treatment: Not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.Based on the business synergies from collaboration with the target company, the Company comprehensively assessed the target company's business environment, capital policy and other factors, and determined that converting these convertible bonds into shares would contribute to the reliable recovery of invested capital and the maximisation of capital efficiency across the Company's Group. Although the target company is loss-making and has negative net assets, the Company believes that any material adverse impact on the Group's medium- to long-term financial soundness will be limited.
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