Worth reading
60In focus
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
77
¥ million (extraordinary income in the standalone financial statements for the fiscal year ending December 2026)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterpartySAMI Japan Co., Ltd.
Disclosing companyMonstarlab 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.
Target company
RPA (Robotic Process Automation) business
Location Kobe, Hyogo PrefectureShare capital ¥29.85 millionDate of incorporation 2 November 2020
Net Sales¥58.39 million (fiscal year ended December 2025)
Operating profit¥6.434 million (fiscal year ended December 2025)
Net income for the current fiscal year¥4.140 million (fiscal year ended December 2025)
Net assets¥10.381 million (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationShares (401,000 common shares of SAMI to be allotted as consideration for all of the Company's common shares in MLO)
Amount of extraordinary income (loss)Standalone financial statements: extraordinary income of approximately ¥77 million on a net basis (fiscal year ending December 2026). Consolidated financial statements (IFRS): approximately ¥70 million in gain related to this share exchange is expected to be recognized in operating profit as other income.
Impact on Business Performance
The Company expects to recognize approximately ¥77 million in extraordinary income on a net basis in its standalone financial statements for the fiscal year ending December 2026, and approximately ¥70 million in gain related to this share exchange in operating profit as other income in its consolidated financial statements (IFRS).
Procedures and assumptions
Management structure after acquisitionMLO is expected to cease being a consolidated subsidiary, and SAMI is expected to become an equity-method affiliate. The two companies will pursue growth by bringing together their development structures and management teams. 66,666 SAMI shares will be transferred to the former representative director of MLO as a retirement allowance. Changes to the trade name and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | SAMI Japan Co., Ltd. |
| Name of the Subject Company | 株式会社モンスターラボオムニバス |
| Business Description of the Subject Company | RPA (Robotic Process Automation) business |
| Location of the Subject Company | Kobe, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥29.85 million |
| Date of Establishment of the Subject Company | 2 November 2020 |
| Net Sales of the Subject Company | ¥58.39 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥6.434 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥4.140 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥10.381 million (fiscal year ended December 2025) |
| Type of Consideration | Shares (401,000 common shares of SAMI to be allotted as consideration for all of the Company's common shares in MLO) |
| Number of shares acquired | 401,000 shares (number of voting rights attached to the shares acquired: Not disclosed) |
| Voting rights ownership percentage | Before 0％ → after 30.39％ |
| Amount of extraordinary income (loss) | Standalone financial statements: extraordinary income of approximately ¥77 million on a net basis (fiscal year ending December 2026). Consolidated financial statements (IFRS): approximately ¥70 million in gain related to this share exchange is expected to be recognized in operating profit as other income. |
| Impact on Business Performance | The Company expects to recognize approximately ¥77 million in extraordinary income on a net basis in its standalone financial statements for the fiscal year ending December 2026, and approximately ¥70 million in gain related to this share exchange in operating profit as other income in its consolidated financial statements (IFRS). |
| Date of board resolution | 10 August 2026 |
| Contract Date | 10 August 2026 |
| Execution Date / Effective Date | 31 August 2026 (scheduled) |
| Management structure after acquisition | MLO is expected to cease being a consolidated subsidiary, and SAMI is expected to become an equity-method affiliate. The two companies will pursue growth by bringing together their development structures and management teams. 66,666 SAMI shares will be transferred to the former representative director of MLO as a retirement allowance. Changes to the trade name and employee treatment are 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 amountValuation 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.The Company determined that SAMI's strong technological capabilities and development structure complement MLO's human resources and expertise in operating its product business, and that the future value of both companies can be maximized by bringing together their development structures and management teams. The transaction will also enable the Group to capture the value of post-integration growth through the equity method and concentrate the Group's management resources on its core businesses.
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