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How definitive the wording is.This transaction
This mergerCounterparty株式会社ジチタイワークス, 株式会社地方創生テクノロジーラボ
Disclosing companyHOPE,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
Public-private partnership business and operation of a matching platform connecting local governments with private companies
Location Minato-ku, TokyoShare capital ¥37 millionDate of incorporation 3 July 2019
Net Sales¥86 million (fiscal year ended March 2025)
Operating profitOperating loss of ¥13 million (fiscal year ended March 2025)
Net income for the current fiscal yearNet loss of ¥14 million (fiscal year ended March 2025)
Net assetsNet assets of negative ¥30 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares or other cash consideration will be allotted in connection with the Merger)
Type of ConsiderationNo consideration (no shares or other cash consideration will be allotted)
Impact on Business Performance
The impact of the Merger on the Company’s consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionBefore the Merger, the Company plans to acquire all shares held by Arai (新井) and make 株式会社地方創生テクノロジーラボ a wholly owned subsidiary of the Company.
Management structure after acquisition株式会社ジチタイワークス will be the surviving company and will assume all of 株式会社地方創生テクノロジーラボ’s business. There will be no changes to the surviving company’s name, location, title or name of its representative, business activities, stated capital or fiscal year-end. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ジチタイワークス, 株式会社地方創生テクノロジーラボ |
| Name of the Subject Company | 株式会社地方創生テクノロジーラボ |
| Business Description of the Subject Company | Public-private partnership business and operation of a matching platform connecting local governments with private companies |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥37 million |
| Date of Establishment of the Subject Company | 3 July 2019 |
| Net Sales of the Subject Company | ¥86 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥13 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | Net loss of ¥14 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | Net assets of negative ¥30 million (fiscal year ended March 2025) |
| Acquisition price | Not applicable (no shares or other cash consideration will be allotted in connection with the Merger) |
| Type of Consideration | No consideration (no shares or other cash consideration will be allotted) |
| Voting rights ownership percentage | Before 82.76% → after 100% |
| Impact on Business Performance | The impact of the Merger on the Company’s consolidated results for the fiscal year ending March 2027 is expected to be immaterial. |
| Date of board resolution | 13 April 2026 |
| Contract Date | Late May 2026 (scheduled) |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Conditions Precedent to Execution | Before the Merger, the Company plans to acquire all shares held by Arai (新井) and make 株式会社地方創生テクノロジーラボ a wholly owned subsidiary of the Company. |
| Management structure after acquisition | 株式会社ジチタイワークス will be the surviving company and will assume all of 株式会社地方創生テクノロジーラボ’s business. There will be no changes to the surviving company’s name, location, title or name of its representative, business activities, stated capital or fiscal year-end. Employee treatment: Not disclosed |
Items this document does not state (12)
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 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.As initiatives to address local government issues by combining the two companies’ customer bases and expertise have taken concrete shape, and most of these initiatives have come to involve collaboration with 株式会社ジチタイワークス, we determined that integrating the management of the two companies to maximize synergies and accelerate business growth would be the best course of action.
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