Worth reading
78Important
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
2965633
GAKKEN HOLDINGS CO.,LTD. common shares (scheduled for delivery, shares)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)RareJob,Inc.
Disclosing companyRareJob,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Reskilling business; child and parenting support business
Location Shibuya, TokyoShare capital ¥657 millionDate of incorporation 18 October 2007
Net Sales¥9,601 million (fiscal year ending March 2026)
Operating profit¥78 million (fiscal year ending March 2026)
Net income for the current fiscal year¥326 million (net income attributable to owners of the parent, fiscal year ending March 2026)
Net assets¥2,245 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares: 0.39 GAKKEN HOLDINGS CO.,LTD. common shares for each RareJob,Inc. share
Merger ratio/share exchange ratio1:0.39 (GAKKEN HOLDINGS CO.,LTD.: RareJob,Inc.; GAKKEN HOLDINGS CO.,LTD. will be the wholly owning parent company in the share exchange and RareJob,Inc. will be the wholly owned subsidiary)
Funding arrangementsThe 2,965,633 treasury shares held by GAKKEN HOLDINGS CO.,LTD. are scheduled to be used. If these shares are insufficient, new common shares are scheduled to be issued.
Impact on Business Performance
The impact has not been determined at this time. The company will promptly disclose any matters requiring disclosure that arise in the future.
Procedures and assumptions
Valuation methodologyMarket share price average method / market share price analysis; discounted cash flow method (DCF method) / DCF analysis
Independent valuation institutionSBI SECURITIES CO., LTD., Mitsubishi UFJ Bank, Ltd., Corporate Information Sales Department, Financial Development Office
Special CommitteeEstablished. Comprises 3 outside directors of RareJob,Inc. who are audit and supervisory committee members and independent officers: Mihara Takao (三原宇雄), Narimatsu Jun (成松淳) and Igarashi Miki (五十嵐幹). Held 11 meetings between 20 February and 14 May 2026.
Conditions Precedent to ExecutionApproval of the share exchange agreement at RareJob,Inc.'s annual general meeting of shareholders; expiration of the statutory waiting period following the notification under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade; and there being no cease-and-desist order or other order by the Japan Fair Trade Commission preventing this share exchange.
Management structure after acquisitionGAKKEN HOLDINGS CO.,LTD. will be the wholly owning parent company and RareJob,Inc. will be the wholly owned subsidiary. The Representative Director and President of GAKKEN HOLDINGS CO.,LTD. is Miyahara Hiroaki (宮原博昭). Details of any change in corporate name and the treatment of RareJob,Inc. employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | RareJob,Inc. |
| Name of the Subject Company | RareJob,Inc. |
| Business Description of the Subject Company | Reskilling business; child and parenting support business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥657 million |
| Date of Establishment of the Subject Company | 18 October 2007 |
| Net Sales of the Subject Company | ¥9,601 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥78 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥326 million (net income attributable to owners of the parent, fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥2,245 million (fiscal year ending March 2026) |
| Type of Consideration | Shares: 0.39 GAKKEN HOLDINGS CO.,LTD. common shares for each RareJob,Inc. share |
| Merger ratio/share exchange ratio | 1:0.39 (GAKKEN HOLDINGS CO.,LTD.: RareJob,Inc.; GAKKEN HOLDINGS CO.,LTD. will be the wholly owning parent company in the share exchange and RareJob,Inc. will be the wholly owned subsidiary) |
| Number of shares acquired | All issued RareJob,Inc. shares, excluding RareJob,Inc. shares held by GAKKEN HOLDINGS CO.,LTD. (the specific number of shares to be acquired is not disclosed). A total of 2,965,633 GAKKEN HOLDINGS CO.,LTD. shares are scheduled to be delivered. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 19.93％ → after Wholly owned subsidiary (no percentage disclosed) |
| Funding arrangements | The 2,965,633 treasury shares held by GAKKEN HOLDINGS CO.,LTD. are scheduled to be used. If these shares are insufficient, new common shares are scheduled to be issued. |
| Impact on Business Performance | The impact has not been determined at this time. The company will promptly disclose any matters requiring disclosure that arise in the future. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 |
| Execution Date / Effective Date | 31 July 2026 (scheduled) |
| Valuation methodology | Market share price average method / market share price analysis; discounted cash flow method (DCF method) / DCF analysis |
| Independent valuation institution | SBI SECURITIES CO., LTD., Mitsubishi UFJ Bank, Ltd., Corporate Information Sales Department, Financial Development Office |
| Special Committee | Established. Comprises 3 outside directors of RareJob,Inc. who are audit and supervisory committee members and independent officers: Mihara Takao (三原宇雄), Narimatsu Jun (成松淳) and Igarashi Miki (五十嵐幹). Held 11 meetings between 20 February and 14 May 2026. |
| Conditions Precedent to Execution | Approval of the share exchange agreement at RareJob,Inc.'s annual general meeting of shareholders; expiration of the statutory waiting period following the notification under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade; and there being no cease-and-desist order or other order by the Japan Fair Trade Commission preventing this share exchange. |
| Management structure after acquisition | GAKKEN HOLDINGS CO.,LTD. will be the wholly owning parent company and RareJob,Inc. will be the wholly owned subsidiary. The Representative Director and President of GAKKEN HOLDINGS CO.,LTD. is Miyahara Hiroaki (宮原博昭). Details of any change in corporate name and the treatment of RareJob,Inc. employees are Not disclosed. |
Items this document does not state (7)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)
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.GAKKEN HOLDINGS CO.,LTD. has determined that making RareJob,Inc. a wholly owned subsidiary is necessary to accelerate collaboration with RareJob,Inc., integrate the two companies' learning data, systems, content and operational expertise, make strategic investments swiftly, reduce overlapping costs and improve the earnings structure.
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