Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This absorption mergerCounterparty株式会社モード・プランニング・ジャパン, 株式会社きららグループホールディングス
Disclosing companyAIAI Group Corporation
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
A pure holding company responsible for holding the shares of and managing 株式会社モード・プランニング・ジャパン, which operates childcare centers and other facilities under the 雲母保育園 brand
Location Chuo-ku, TokyoShare capital ¥80 million
Net Sales¥9,511 million (fiscal year ended February 2025)
Operating profit¥219 million (fiscal year ended February 2025)
Net income for the current fiscal year¥341 million (fiscal year ended February 2025)
Net assets¥1,850 million (fiscal year ended February 2025)
Consideration and expenses
Type of ConsiderationShares (MPJ shares; 1 MPJ share will be allotted and issued for each KGH share)
Merger ratio/share exchange ratio1 KGH share: 1 MPJ share (1:1). MPJ will be the surviving company and KGH the absorbed company
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionHolding and approval at a shareholders' meeting to approve the merger (scheduled for 30 April 2026)
Management structure after acquisitionThere will be no changes to MPJ's corporate name, location, representative's title or name, business activities, stated capital or fiscal year-end. AIAI Inclusive株式会社 will be the largest shareholder, holding 100.00%. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 株式会社モード・プランニング・ジャパン, 株式会社きららグループホールディングス |
| Name of the Subject Company | 株式会社きららグループホールディングス |
| Business Description of the Subject Company | A pure holding company responsible for holding the shares of and managing 株式会社モード・プランニング・ジャパン, which operates childcare centers and other facilities under the 雲母保育園 brand |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥80 million |
| Net Sales of the Subject Company | ¥9,511 million (fiscal year ended February 2025) |
| Operating Profit of the Subject Company | ¥219 million (fiscal year ended February 2025) |
| Net Income of the Subject Company | ¥341 million (fiscal year ended February 2025) |
| Net Assets of the Subject Company | ¥1,850 million (fiscal year ended February 2025) |
| Type of Consideration | Shares (MPJ shares; 1 MPJ share will be allotted and issued for each KGH share) |
| Merger ratio/share exchange ratio | 1 KGH share: 1 MPJ share (1:1). MPJ will be the surviving company and KGH the absorbed company |
| Voting rights ownership percentage | Before 100.00% (KGH's largest shareholder and shareholding ratio) → after 100.00% (AIAI Inclusive株式会社's largest shareholder and shareholding ratio) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 26 March 2026 |
| Contract Date | 26 March 2026 |
| Execution Date / Effective Date | 1 May 2026 (予定) |
| Conditions Precedent to Execution | Holding and approval at a shareholders' meeting to approve the merger (scheduled for 30 April 2026) |
| Management structure after acquisition | There will be no changes to MPJ's corporate name, location, representative's title or name, business activities, stated capital or fiscal year-end. AIAI Inclusive株式会社 will be the largest shareholder, holding 100.00%. Employee treatment: Not disclosed |
Items this document does not state (13)
Date of Establishment of the Subject CompanyAcquisition priceExpenses 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 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 AIAI Inclusive株式会社 acquired all shares of KGH on 27 February 2026, KGH's role has diminished. The merger is intended to restructure the Group, make effective use of management resources and maintain the 雲母保育園 brand.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.