Worth reading
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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社ウィルオブ・ワーク (surviving company), 株式会社ウィルオブ・コンストラクション (absorbed company)
Disclosing companyWILL GROUP,INC.
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
Human Resources Services
Location Shinjuku-ku, Tokyo (surviving company and absorbed company)Share capital ¥99 million (surviving company), ¥98 million (absorbed company)Date of incorporation January 1997 (surviving company), May 2011 (absorbed company)
Net Sales¥65,153 million (fiscal year ended March 2026, surviving company), ¥17,407 million (fiscal year ended March 2026, absorbed company)
Operating profit¥422 million (fiscal year ended March 2026, surviving company), ¥1,055 million (fiscal year ended March 2026, absorbed company)
Net income for the current fiscal year¥201 million (fiscal year ended March 2026, surviving company), ¥715 million (fiscal year ended March 2026, absorbed company)
Net assets¥1,392 million (fiscal year ended March 2026, surviving company), ¥1,394 million (fiscal year ended March 2026, absorbed company)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated)
Impact on Business Performance
The impact on the Company's consolidated results will be minor.
Procedures and assumptions
Management structure after acquisitionThe surviving company, 株式会社ウィルオブ・ワーク, is scheduled to change its corporate name to 株式会社ウィルオブ on 1 April 2027. The representative director will be Tanaka Ken (田中謙), and the director will be Murakami Hideo (村上秀夫). There will be no changes to the address, business activities, capital, fiscal year-end, major shareholders or shareholding ratios. 株式会社 HR CAREER is scheduled to change its corporate name to 株式会社ウィルオブ・キャリア on the same date. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ウィルオブ・ワーク (surviving company), 株式会社ウィルオブ・コンストラクション (absorbed company) |
| Name of the Subject Company | 株式会社ウィルオブ・ワーク (surviving company), 株式会社ウィルオブ・コンストラクション (absorbed company) |
| Business Description of the Subject Company | Human Resources Services |
| Location of the Subject Company | Shinjuku-ku, Tokyo (surviving company and absorbed company) |
| Capital Stock of the Subject Company | ¥99 million (surviving company), ¥98 million (absorbed company) |
| Date of Establishment of the Subject Company | January 1997 (surviving company), May 2011 (absorbed company) |
| Net Sales of the Subject Company | ¥65,153 million (fiscal year ended March 2026, surviving company), ¥17,407 million (fiscal year ended March 2026, absorbed company) |
| Operating Profit of the Subject Company | ¥422 million (fiscal year ended March 2026, surviving company), ¥1,055 million (fiscal year ended March 2026, absorbed company) |
| Net Income of the Subject Company | ¥201 million (fiscal year ended March 2026, surviving company), ¥715 million (fiscal year ended March 2026, absorbed company) |
| Net Assets of the Subject Company | ¥1,392 million (fiscal year ended March 2026, surviving company), ¥1,394 million (fiscal year ended March 2026, absorbed company) |
| Acquisition price | Not applicable (no shares, cash or other consideration will be allocated) |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allocated) |
| Voting rights ownership percentage | Before 100.0% (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results will be minor. |
| Date of board resolution | 27 October 2026 |
| Contract Date | 19 November 2026 (予定) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Management structure after acquisition | The surviving company, 株式会社ウィルオブ・ワーク, is scheduled to change its corporate name to 株式会社ウィルオブ on 1 April 2027. The representative director will be Tanaka Ken (田中謙), and the director will be Murakami Hideo (村上秀夫). There will be no changes to the address, business activities, capital, fiscal year-end, major shareholders or shareholding ratios. 株式会社 HR CAREER is scheduled to change its corporate name to 株式会社ウィルオブ・キャリア on the same date. Employee treatment: Not disclosed. |
Items this document does not state (13)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 purpose is to promote group integration and operational efficiency and productivity through the effective use of management resources, thereby enhancing the ability to respond to changes in the operating environment and strengthening business competitiveness. The merger is also intended to improve the ability to attract talent, support the career development of temporary staff and others, optimize the organizational structure, and operate the business more efficiently.
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