Worth reading
36Immaterial
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Neutral
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Definitive
How definitive the wording is.This transaction
Change in the corporate name of a consolidated subsidiary and absorption-type merger between consolidated subsidiariesCounterparty (target company)株式会社インソースコンサルティング (dissolved company)
Disclosing companyInsource Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Consulting business
Location Chiyoda-ku, TokyoShare capital ¥25 millionDate of incorporation 2 October 2023
Net Sales¥274 million (fiscal year ended September 2025)
Operating profit¥60 million (fiscal year ended September 2025)
Net income for the current fiscal year¥54 million (fiscal year ended September 2025)
Net assets¥128 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allotted in connection with the merger.
Type of ConsiderationNone (no shares or other monetary consideration will be allotted in connection with the merger)
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allotted in connection with the merger)
Impact on Business Performance
The impact on the Company and consolidated results is immaterial.
Procedures and assumptions
Management structure after acquisition株式会社インソースデジタルアカデミー will change its corporate name to 株式会社インソースコンサルティング＆デジタル and absorb 株式会社インソースコンサルティング in an absorption-type merger, with the former as the surviving company. ICO will be dissolved. Treatment of employees: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Change in the corporate name of a consolidated subsidiary and absorption-type merger between consolidated subsidiaries |
| Counterparty name | 株式会社インソースコンサルティング (dissolved company) |
| Name of the Subject Company | 株式会社インソースコンサルティング (dissolved company) |
| Business Description of the Subject Company | Consulting business |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥25 million |
| Date of Establishment of the Subject Company | 2 October 2023 |
| Net Sales of the Subject Company | ¥274 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥60 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥54 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥128 million (fiscal year ended September 2025) |
| Acquisition price | No shares or other monetary consideration will be allotted in connection with the merger. |
| Type of Consideration | None (no shares or other monetary consideration will be allotted in connection with the merger) |
| Merger ratio/share exchange ratio | Not applicable (no shares or other monetary consideration will be allotted in connection with the merger) |
| Voting rights ownership percentage | Before 100% (as of 30 September 2026) (after not disclosed) |
| Impact on Business Performance | The impact on the Company and consolidated results is immaterial. |
| Date of board resolution | 19 October 2026 |
| Contract Date | 19 October 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Management structure after acquisition | 株式会社インソースデジタルアカデミー will change its corporate name to 株式会社インソースコンサルティング＆デジタル and absorb 株式会社インソースコンサルティング in an absorption-type merger, with the former as the surviving company. ICO will be dissolved. Treatment of employees: Not disclosed. |
Items this document does not state (12)
Expenses other than the acquisition priceTender 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.IDA will change its corporate name to expand its services to address a broader range of management challenges by leveraging its expertise and know-how in the digital field. Through the merger, the companies will leverage their expertise in digital services, talent development and organisational development to establish a service delivery structure for mid-sized and small companies, while improving the performance of the Group as a whole and increasing the efficiency of organisational management.
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