Worth reading
87Important
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
0.39
Shares of GAKKEN HOLDINGS CO.,LTD. per 1 RareJob,Inc. shareWording
Conditional
How definitive the wording is.Decision and Details
The boards of directors of both companiesThe share exchange under which GAKKEN HOLDINGS CO.,LTD. will be the wholly owning parent company and RareJob,Inc. will be the wholly owned subsidiary
Decision15 May 2026
Period CoveredFrom the effective date onward (after the share exchange)
ImplementationEffective on 31 July 2026 (予定)
Going forwardRareJob,Inc.'s annual general meeting of shareholders is scheduled for 25 June 2026. 28 July 2026 is the scheduled final trading date for RareJob,Inc. shares, 29 July 2026 is the scheduled delisting date, and 31 July 2026 is the scheduled effective date of the share exchange. RareJob,Inc. plans to cancel its treasury shares by the day before the effective date.
AmountIncrease in stated capital: ¥0; increase in capital surplus: an amount separately determined by GAKKEN HOLDINGS CO.,LTD. in accordance with Article 39 of the Ordinance on Company Accounting; increase in retained earnings reserve: ¥0; average closing price of GAKKEN HOLDINGS CO.,LTD. shares: ¥991 for 1 month, ¥1,017 for 3 months, and ¥1,058 for 6 months
Quantity / scaleShare exchange ratio: 0.39 shares of GAKKEN HOLDINGS CO.,LTD. for each RareJob,Inc. share; common shares of GAKKEN HOLDINGS CO.,LTD. to be issued: 2,965,633 shares (予定); RareJob,Inc. shares held by GAKKEN HOLDINGS CO.,LTD.: 1,903,300 shares (19.93% ownership); participants in the deliberations and resolution of the RareJob,Inc. Board of Directors: 6 people
Reason
The appropriateness of the share exchange ratio; ensuring trading opportunities and liquidity through the listing of GAKKEN HOLDINGS CO.,LTD. shares; the expectation of realizing synergies through the share exchange; and the avoidance of conflicts of interest and assurance of fairness and transparency
Impact on Business Performance
The synergies expected from the share exchange have not been incorporated into the financial forecasts because they are difficult to estimate specifically at this time. No other impact on financial results from the share exchange itself is stated in this disclosure.
| Item | Details |
|---|---|
| Matter Covered | The share exchange under which GAKKEN HOLDINGS CO.,LTD. will be the wholly owning parent company and RareJob,Inc. will be the wholly owned subsidiary |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 15 May 2026 |
| Implementation Date | Effective on 31 July 2026 (予定) |
| Period Covered | From the effective date onward (after the share exchange) |
| Amount | Increase in stated capital: ¥0; increase in capital surplus: an amount separately determined by GAKKEN HOLDINGS CO.,LTD. in accordance with Article 39 of the Ordinance on Company Accounting; increase in retained earnings reserve: ¥0; average closing price of GAKKEN HOLDINGS CO.,LTD. shares: ¥991 for 1 month, ¥1,017 for 3 months, and ¥1,058 for 6 months |
| Quantity / scale | Share exchange ratio: 0.39 shares of GAKKEN HOLDINGS CO.,LTD. for each RareJob,Inc. share; common shares of GAKKEN HOLDINGS CO.,LTD. to be issued: 2,965,633 shares (予定); RareJob,Inc. shares held by GAKKEN HOLDINGS CO.,LTD.: 1,903,300 shares (19.93% ownership); participants in the deliberations and resolution of the RareJob,Inc. Board of Directors: 6 people |
| Impact on Business Performance | The synergies expected from the share exchange have not been incorporated into the financial forecasts because they are difficult to estimate specifically at this time. No other impact on financial results from the share exchange itself is stated in this disclosure. |
| Reason | The appropriateness of the share exchange ratio; ensuring trading opportunities and liquidity through the listing of GAKKEN HOLDINGS CO.,LTD. shares; the expectation of realizing synergies through the share exchange; and the avoidance of conflicts of interest and assurance of fairness and transparency |
| Governing Rule | Article 782, paragraph 1 of the Companies Act; Article 184 of the Ordinance for Enforcement of the Companies Act; Article 785, paragraph 1 of the Companies Act; Article 192, paragraph 1 of the Companies Act; Article 234 of the Companies Act; Article 39 of the Ordinance on Company Accounting; Article 24, paragraph 1 of the Financial Instruments and Exchange Act; Article 13-3-2, paragraph 1 of the Banking Act; and Article 14-11-3-3 of the Ordinance for Enforcement of the Banking Act |
| Related previous disclosures | “Notice Concerning Revisions to the Forecast of Financial Results,” dated 16 February 2026; “Notice Concerning the Execution of a Share Exchange Agreement (Simplified Share Exchange) for GAKKEN HOLDINGS CO.,LTD. to Make RareJob,Inc. a Wholly Owned Subsidiary,” announced by both companies on 15 May 2026 |
| Future plans | RareJob,Inc.'s annual general meeting of shareholders is scheduled for 25 June 2026. 28 July 2026 is the scheduled final trading date for RareJob,Inc. shares, 29 July 2026 is the scheduled delisting date, and 31 July 2026 is the scheduled effective date of the share exchange. RareJob,Inc. plans to cancel its treasury shares by the day before the effective date. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The two companies state that, based on the valuation by an independent valuation firm, advice from legal counsel, due diligence, and their respective financial and asset positions and future outlooks, they determined that the share exchange ratio was appropriate and would serve the interests of their respective shareholders. RareJob,Inc. also cited the fact that shares of GAKKEN HOLDINGS CO.,LTD. are listed, ensuring shareholders continued trading opportunities and liquidity after the share exchange, as well as the expected realization of synergies.
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