Worth reading
62In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1724
¥ million (approximate)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of SALTO Shares (Making SALTO a Consolidated Subsidiary)Counterparty2 individual shareholders
Disclosing companyOrchestra Holdings Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Systems development
Location Shinjuku-ku, TokyoShare capital ¥10 millionDate of incorporation 16 September 2015
Net Sales¥2,265 million (fiscal year ended August 2025)
Operating profit¥116 million (fiscal year ended August 2025)
Net income for the current fiscal year¥88 million (fiscal year ended August 2025)
Net assets¥230 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition price¥1,721 million
Expenses other than the acquisition priceDue diligence and other expenses (approximate): ¥3 million
Type of ConsiderationCash
Funding arrangementsFunded with borrowings and cash on hand
Impact on Business Performance
Expected to increase operating profit for the current fiscal year. The company will promptly disclose the matter if it has a material impact.
Procedures and assumptions
Management structure after acquisitionThe filing states that approximately 230 people, primarily engineers, will join the group when SALTO becomes part of the group. Changes to the company name and representative, and the treatment of other employees, are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of SALTO Shares (Making SALTO a Consolidated Subsidiary) |
| Counterparty name | 2 individual shareholders |
| Name of the Subject Company | 株式会社 SALTO |
| Business Description of the Subject Company | Systems development |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 16 September 2015 |
| Net Sales of the Subject Company | ¥2,265 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | ¥116 million (fiscal year ended August 2025) |
| Net Income of the Subject Company | ¥88 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | ¥230 million (fiscal year ended August 2025) |
| Acquisition price | ¥1,721 million |
| Expenses other than the acquisition price | Due diligence and other expenses (approximate): ¥3 million |
| Type of Consideration | Cash |
| Number of shares acquired | 114 shares (number of voting rights: 114) |
| Voting rights ownership percentage | Before -％ → after 100％ |
| Funding arrangements | Funded with borrowings and cash on hand |
| Impact on Business Performance | Expected to increase operating profit for the current fiscal year. The company will promptly disclose the matter if it has a material impact. |
| Date of board resolution | 27 May 2026 |
| Contract Date | 27 May 2026 |
| Execution Date / Effective Date | 29 May 2026 (scheduled) |
| Management structure after acquisition | The filing states that approximately 230 people, primarily engineers, will join the group when SALTO becomes part of the group. Changes to the company name and representative, and the treatment of other employees, are not disclosed. |
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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 company stated that it will strengthen the DX business's ability to handle projects, development capacity and earnings base by incorporating SALTO's contract-based, lab-type and offshore development capabilities, its resource supply structure in Japan and Vietnam, customer base, personnel and development expertise. It also aims to expand into the defense, AI and social infrastructure sectors and achieve growth through group synergies.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.