Worth reading
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Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyKuramoto Jiro (蔵元 二郎), Other individual shareholders (not disclosed)
Disclosing companyOpenWork 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
Recruitment services primarily for startups and venture companies, and the provision of high-caliber personnel on a contract basis
Location Chiyoda-ku, TokyoShare capital ¥11 millionDate of incorporation 18 September 2009
Net SalesOperating revenue: ¥791 million (fiscal year ended August 2025)
Operating profitOperating profit: ¥2 million (fiscal year ended August 2025)
Net income for the current fiscal yearNet income: ¥8 million (fiscal year ended August 2025)
Net assetsNet assets: ¥96 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the partner.
Impact on Business Performance
The consolidated earnings forecast for the fiscal year ending December 2026, including the expected impact of this share acquisition, differs from the standalone earnings forecast for the fiscal year ending December 2026 announced on 12 February 2026. For details, see the notice regarding the consolidated earnings forecast disclosed today.
Procedures and assumptions
Valuation methodologyDetermined after taking into consideration the results of financial, legal and labor due diligence
Management structure after acquisitionThe company is scheduled to join the Group in April 2026 and launch its proprietary recruitment service from the second quarter, leveraging the Company's data and BNG's expertise. The corporate name, representative and treatment of employees have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Kuramoto Jiro (蔵元 二郎), Other individual shareholders (not disclosed) |
| Name of the Subject Company | 株式会社BNGパートナーズ |
| Business Description of the Subject Company | Recruitment services primarily for startups and venture companies, and the provision of high-caliber personnel on a contract basis |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥11 million |
| Date of Establishment of the Subject Company | 18 September 2009 |
| Net Sales of the Subject Company | Operating revenue: ¥791 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | Operating profit: ¥2 million (fiscal year ended August 2025) |
| Net Income of the Subject Company | Net income: ¥8 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | Net assets: ¥96 million (fiscal year ended August 2025) |
| Acquisition price | Not disclosed at the request of the partner. |
| Number of shares acquired | 100,000 shares (number of voting rights: 100,000) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Impact on Business Performance | The consolidated earnings forecast for the fiscal year ending December 2026, including the expected impact of this share acquisition, differs from the standalone earnings forecast for the fiscal year ending December 2026 announced on 12 February 2026. For details, see the notice regarding the consolidated earnings forecast disclosed today. |
| Date of board resolution | 17 March 2026 |
| Contract Date | 17 March 2026 |
| Execution Date / Effective Date | 1 April 2026 (予定) |
| Valuation methodology | Determined after taking into consideration the results of financial, legal and labor due diligence |
| Management structure after acquisition | The company is scheduled to join the Group in April 2026 and launch its proprietary recruitment service from the second quarter, leveraging the Company's data and BNG's expertise. The corporate name, representative and treatment of employees have not been disclosed. |
Items this document does not state (12)
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)Independent 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 realize synergies by combining OpenWork's working data and products with BNG's knowledge and experience in recruitment services and its talent pool, including enhancing the value of recruitment services, increasing the number of successful hires, strengthening points of contact with client companies, and improving the accuracy of AI-powered matching.
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