Worth reading
74In focus
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
510791
Shares (Orchestra Holdings ordinary shares, to be delivered)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社 Sharing Innovations
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.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Digital transformation business; platform business
Location Shibuya, TokyoShare capital ¥436 millionDate of incorporation 6 June 2008
Net Sales¥4,458 million (fiscal year ended December 2025)
Operating profitOperating profit of ¥100 million (fiscal year ended December 2025)
Net income for the current fiscal year¥23 million (fiscal year ended December 2025; profit attributable to owners of the parent)
Net assets¥1,609 million (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationShares (Orchestra Holdings ordinary shares)
Merger ratio/share exchange ratio1 : 0.478 (Orchestra Holdings: Sharing Innovations; Orchestra Holdings will be the wholly owning parent company in the share exchange, and Sharing Innovations will be the wholly owned subsidiary)
Impact on Business Performance
The difference arising from this share exchange will be recognized directly in equity and will have no impact on consolidated profit or loss. The impact on the two companies and other effects have not yet been determined.
Procedures and assumptions
Valuation methodologyAverage market price method, market price method and discounted cash flow method (DCF method)
Independent valuation institution株式会社 SBI Securities; 株式会社Akasaka International Accounting
Special CommitteeEstablished. Comprises 3 members: Mizutani Takehiko (水谷健彦), Kamimura Norio (上村紀夫) and Tomita Naoki (富田直樹). The committee consists of 2 outside directors and 1 outside audit & supervisory board member.
Conditions Precedent to ExecutionApproval of this share exchange agreement at Sharing Innovations' extraordinary general meeting of shareholders scheduled for 26 October 2026. Orchestra Holdings does not require shareholder approval because the transaction will be conducted as a simplified share exchange under the main clause of Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionSharing Innovations will become a wholly owned subsidiary of Orchestra Holdings, and its shares will be delisted. Employees will continue to work as members of the Orchestra Holdings Group. Changes to the corporate name and representative: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社 Sharing Innovations |
| Name of the Subject Company | 株式会社 Sharing Innovations |
| Business Description of the Subject Company | Digital transformation business; platform business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥436 million |
| Date of Establishment of the Subject Company | 6 June 2008 |
| Net Sales of the Subject Company | ¥4,458 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating profit of ¥100 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥23 million (fiscal year ended December 2025; profit attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥1,609 million (fiscal year ended December 2025) |
| Type of Consideration | Shares (Orchestra Holdings ordinary shares) |
| Merger ratio/share exchange ratio | 1 : 0.478 (Orchestra Holdings: Sharing Innovations; Orchestra Holdings will be the wholly owning parent company in the share exchange, and Sharing Innovations will be the wholly owned subsidiary) |
| Number of shares acquired | All issued shares of Sharing Innovations, excluding the 2,675,000 shares owned by Orchestra Holdings, will be acquired. The number of shares to be delivered is expected to be 510,791. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 71.46% → after Wholly owned subsidiary (100%) |
| Impact on Business Performance | The difference arising from this share exchange will be recognized directly in equity and will have no impact on consolidated profit or loss. The impact on the two companies and other effects have not yet been determined. |
| Date of board resolution | 25 August 2026 |
| Contract Date | 25 August 2026 |
| Execution Date / Effective Date | 30 November 2026 (予定) |
| Valuation methodology | Average market price method, market price method and discounted cash flow method (DCF method) |
| Independent valuation institution | 株式会社 SBI Securities; 株式会社Akasaka International Accounting |
| Special Committee | Established. Comprises 3 members: Mizutani Takehiko (水谷健彦), Kamimura Norio (上村紀夫) and Tomita Naoki (富田直樹). The committee consists of 2 outside directors and 1 outside audit & supervisory board member. |
| Conditions Precedent to Execution | Approval of this share exchange agreement at Sharing Innovations' extraordinary general meeting of shareholders scheduled for 26 October 2026. Orchestra Holdings does not require shareholder approval because the transaction will be conducted as a simplified share exchange under the main clause of Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | Sharing Innovations will become a wholly owned subsidiary of Orchestra Holdings, and its shares will be delisted. Employees will continue to work as members of the Orchestra Holdings Group. Changes to the corporate name and representative: Not disclosed |
Items this document does not state (8)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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.To utilize the group's management resources in an integrated and efficient manner and accelerate decision-making. The stated reasons include improving order intake capabilities, development quality, productivity and revenue opportunities by sharing development and sales resources, human resources, technical expertise and customer bases; reducing the costs of maintaining a listing; and eliminating the conflicts-of-interest management requirements and decision-making constraints specific to listed subsidiaries. For Sharing Innovations, the contraction of sales and profits and reduced capacity for investment are also cited as background factors.
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