Worth reading
58In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
5
Yen (total acquisition price)Wording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterparty株式会社ＮＢＳＥ, Shinozaki Takenobu (篠﨑 健伸), Horikawa Taiga (堀川 大雅)
Disclosing companyKusurinomadoguchi,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
Personality-based comprehensive personnel matching platform business
Location Chiyoda-ku, TokyoShare capital ¥61 millionDate of incorporation August 2023
Net Sales¥23 million (fiscal year ended July 2025)
Operating profit-¥46 million (fiscal year ended July 2025)
Net income for the current fiscal year-¥47 million (fiscal year ended July 2025)
Net assets¥35 million (fiscal year ended July 2025)
Consideration and expenses
Acquisition price¥5 in total (¥3 for common shares, ¥1 for Class A preferred shares and ¥1 for Class B preferred shares)
Expenses other than the acquisition price¥1 million (fixed fee payable to みらいコンサルティング株式会社)
Impact on Business Performance
The target company will be included in the Company's consolidated financial statements from the second quarter of the fiscal year ending March 2027. The impact on the consolidated earnings forecast for the fiscal year ending March 2027 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyNegotiated based on the substantive net asset value determined using financial due diligence conducted by みらいコンサルティング株式会社
Independent valuation institutionみらいコンサルティング株式会社
Management structure after acquisition株式会社blankpad will become a wholly owned subsidiary of the Company and will be included in the consolidated financial statements from the second quarter of the fiscal year ending March 2027. The corporate name change, representative and treatment of employees have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | 株式会社ＮＢＳＥ, Shinozaki Takenobu (篠﨑 健伸), Horikawa Taiga (堀川 大雅) |
| Name of the Subject Company | 株式会社 blankpad |
| Business Description of the Subject Company | Personality-based comprehensive personnel matching platform business |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥61 million |
| Date of Establishment of the Subject Company | August 2023 |
| Net Sales of the Subject Company | ¥23 million (fiscal year ended July 2025) |
| Operating Profit of the Subject Company | -¥46 million (fiscal year ended July 2025) |
| Net Income of the Subject Company | -¥47 million (fiscal year ended July 2025) |
| Net Assets of the Subject Company | ¥35 million (fiscal year ended July 2025) |
| Acquisition price | ¥5 in total (¥3 for common shares, ¥1 for Class A preferred shares and ¥1 for Class B preferred shares) |
| Expenses other than the acquisition price | ¥1 million (fixed fee payable to みらいコンサルティング株式会社) |
| Number of shares acquired | 3,100,000 common shares (3,100,000 voting rights), 50,000 Class A preferred shares (0 voting rights) and 13,334 Class B preferred shares (0 voting rights) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Impact on Business Performance | The target company will be included in the Company's consolidated financial statements from the second quarter of the fiscal year ending March 2027. The impact on the consolidated earnings forecast for the fiscal year ending March 2027 is expected to be immaterial. |
| Date of board resolution | 23 July 2026 |
| Contract Date | 31 July 2026 (予定) |
| Execution Date / Effective Date | 31 July 2026 (予定) |
| Valuation methodology | Negotiated based on the substantive net asset value determined using financial due diligence conducted by みらいコンサルティング株式会社 |
| Independent valuation institution | みらいコンサルティング株式会社 |
| Management structure after acquisition | 株式会社blankpad will become a wholly owned subsidiary of the Company and will be included in the consolidated financial statements from the second quarter of the fiscal year ending March 2027. The corporate name change, representative and treatment of employees have not been disclosed. |
Items this document does not state (10)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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 primary reason is to combine blankpad's personality assessment and AI analytics technologies with the Company's subsidiary's pharmacist-focused recruitment business, thereby improving the accuracy of personnel matching for dispensing pharmacies and employee retention after joining. In addition, the Company aims to expand its service lineup, customer satisfaction, the number of analyses conducted by blankpad and its revenue by leveraging the Company's sales capabilities and distribution channels, and to secure a competitive advantage in the healthcare sector.
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