Worth reading
62In 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
1400700000
¥Wording
Conditional
How definitive the wording is.This transaction
Capital and business alliance under the disposal of treasury shares, the transfer of shares and the new agreementCounterpartyITOCHU Corporation
Disclosing companySIGMAXYZ Holdings 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
As a "Sherpa for strategy execution" supporting client companies from strategy formulation through execution and realization of results, the Company works to create corporate value and solve social issues, while professionals with diverse capabilities provide consulting services to achieve these objectives.
Net Sales¥23,831 million (fiscal year ending September 2026)
Operating profit¥6,064 million (fiscal year ending September 2026)
Net income for the current fiscal year¥3,971 million (fiscal year ending September 2026, net income attributable to owners of the parent)
Consideration and expenses
Acquisition priceDisposal of treasury shares: ¥1,400,700,000 (¥580 per share). Consideration for the share transfer: Not disclosed
Expenses other than the acquisition priceEstimated issuance-related expenses of ¥5,000,000 (including legal fees and costs of preparing the securities registration statement)
Type of ConsiderationCash (¥580 per share for the disposal of treasury shares)
Funding arrangementsITOCHU Corporation will make payment in cash and cash equivalents. The Company plans to use all funds raised to repay borrowings.
Impact on Business Performance
There is no change to the earnings forecast for the fiscal year ending March 2027.
Procedures and assumptions
Valuation methodologyThe price will be determined through discussions with the planned recipient, based on the average share price of the Company's common shares on the Tokyo Stock Exchange during the 3-month period through the trading day immediately preceding the date of the Board of Directors' resolution concerning the disposal of treasury shares, with reference to the closing price on the immediately preceding trading day and the average share prices for the most recent 1-month, 3-month and 6-month periods.
Conditions Precedent to ExecutionThe securities registration statement under the Financial Instruments and Exchange Act becoming effective, obtaining clearances required under the Antimonopoly Act and other applicable laws and regulations, and satisfaction of the other conditions precedent set forth in the new agreement
Management structure after acquisitionITOCHU Corporation will have the right, while its voting rights ownership ratio is at least 20% and certain conditions are satisfied, to nominate 1 part-time director nominee other than a director who is an Audit and Supervisory Committee member. Election requires a resolution of the General Meeting of Shareholders. The business alliance under the new agreement is non-exclusive, and the Company's group will continue to conduct its business at its own discretion.
| Item | Details |
|---|---|
| Transaction name | Capital and business alliance under the disposal of treasury shares, the transfer of shares and the new agreement |
| Counterparty name | ITOCHU Corporation |
| Name of the Subject Company | SIGMAXYZ Holdings Inc. |
| Business Description of the Subject Company | As a "Sherpa for strategy execution" supporting client companies from strategy formulation through execution and realization of results, the Company works to create corporate value and solve social issues, while professionals with diverse capabilities provide consulting services to achieve these objectives. |
| Net Sales of the Subject Company | ¥23,831 million (fiscal year ending September 2026) |
| Operating Profit of the Subject Company | ¥6,064 million (fiscal year ending September 2026) |
| Net Income of the Subject Company | ¥3,971 million (fiscal year ending September 2026, net income attributable to owners of the parent) |
| Acquisition price | Disposal of treasury shares: ¥1,400,700,000 (¥580 per share). Consideration for the share transfer: Not disclosed |
| Expenses other than the acquisition price | Estimated issuance-related expenses of ¥5,000,000 (including legal fees and costs of preparing the securities registration statement) |
| Type of Consideration | Cash (¥580 per share for the disposal of treasury shares) |
| Number of shares acquired | Share transfer: 6,585,000 shares (65,850 voting rights); disposal of treasury shares: 2,415,000 shares (24,150 voting rights); total: 9,000,000 shares (90,000 voting rights) |
| Voting rights ownership percentage | Before 10.07％ → after 20.52％ |
| Funding arrangements | ITOCHU Corporation will make payment in cash and cash equivalents. The Company plans to use all funds raised to repay borrowings. |
| Impact on Business Performance | There is no change to the earnings forecast for the fiscal year ending March 2027. |
| Date of board resolution | 6 November 2026 |
| Contract Date | 6 November 2026 |
| Execution Date / Effective Date | The execution date of the share transfer and the payment date for the disposal of treasury shares are scheduled for 15 December 2026. |
| Valuation methodology | The price will be determined through discussions with the planned recipient, based on the average share price of the Company's common shares on the Tokyo Stock Exchange during the 3-month period through the trading day immediately preceding the date of the Board of Directors' resolution concerning the disposal of treasury shares, with reference to the closing price on the immediately preceding trading day and the average share prices for the most recent 1-month, 3-month and 6-month periods. |
| Conditions Precedent to Execution | The securities registration statement under the Financial Instruments and Exchange Act becoming effective, obtaining clearances required under the Antimonopoly Act and other applicable laws and regulations, and satisfaction of the other conditions precedent set forth in the new agreement |
| Management structure after acquisition | ITOCHU Corporation will have the right, while its voting rights ownership ratio is at least 20% and certain conditions are satisfied, to nominate 1 part-time director nominee other than a director who is an Audit and Supervisory Committee member. Election requires a resolution of the General Meeting of Shareholders. The business alliance under the new agreement is non-exclusive, and the Company's group will continue to conduct its business at its own discretion. |
Items this document does not state (12)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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 strengthen the capital relationship with ITOCHU Corporation, expand opportunities to provide consulting services by leveraging the ITOCHU Group's customer network, and enhance the ability to drive transformation by leveraging expertise and talent in digital-related businesses. In addition, the Company intends to use the funds raised through the disposal of treasury shares to repay borrowings, thereby improving the stability of its financial base and capital efficiency.
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