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How definitive the wording is.This transaction
Name of transactionCounterpartyCHaiLD Co., Ltd. (CHaiLD)
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.
Target company
Operation of childcare facilities and other facilities, fee-based employment placement business, and staffing business
Location Chuo-ku, TokyoShare capital ¥80 millionDate of incorporation March 1991
Net Sales¥9,888 million (fiscal year ended February 2026)
Operating profit¥128 million (fiscal year ended February 2026)
Net income for the current fiscal year¥(54) million (fiscal year ended February 2026)
Net assets¥1,835 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition priceNo consideration, including shares, will be delivered
Type of ConsiderationNo consideration (no shares or other consideration will be delivered)
Impact on Business Performance
The impact on consolidated results will be immaterial. If any matters requiring disclosure arise, they will be disclosed promptly.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at a shareholders' meeting to approve the absorption-type company split (the meeting is scheduled for 30 September 2026 (Wednesday))
Management structure after acquisitionThere will be no changes to the trade name, location, titles or names of the representative officers, capital or fiscal year-end as a result of this absorption-type company split. Employment contracts and other agreements relating to the businesses are included among the items to be transferred.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | CHaiLD Co., Ltd. (CHaiLD) |
| Name of the Subject Company | Mode Planning Japan Co., Ltd. (MPJ) |
| Business Description of the Subject Company | Operation of childcare facilities and other facilities, fee-based employment placement business, and staffing business |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥80 million |
| Date of Establishment of the Subject Company | March 1991 |
| Net Sales of the Subject Company | ¥9,888 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | ¥128 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | ¥(54) million (fiscal year ended February 2026) |
| Net Assets of the Subject Company | ¥1,835 million (fiscal year ended February 2026) |
| Acquisition price | No consideration, including shares, will be delivered |
| Type of Consideration | No consideration (no shares or other consideration will be delivered) |
| Number of shares acquired | None (no consideration, including shares, will be delivered) |
| Voting rights ownership percentage | Before 100% (both MPJ and CHaiLD are wholly owned subsidiaries of the Company) → after 100% (unchanged) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. If any matters requiring disclosure arise, they will be disclosed promptly. |
| Date of board resolution | 21 August 2026 (Friday) |
| Contract Date | 21 August 2026 (Friday) |
| Execution Date / Effective Date | 1 October 2026 (Thursday) (scheduled) |
| Conditions Precedent to Execution | Approval at a shareholders' meeting to approve the absorption-type company split (the meeting is scheduled for 30 September 2026 (Wednesday)) |
| Management structure after acquisition | There will be no changes to the trade name, location, titles or names of the representative officers, capital or fiscal year-end as a result of this absorption-type company split. Employment contracts and other agreements relating to the businesses are included among the items to be transferred. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.MPJ is unable to dispatch workers employed in these businesses to MPJ's childcare facilities and other operations, limiting its ability to respond to the Group's personnel needs. By transferring the businesses to CHaiLD and separating the dispatching company from the recipient companies, the Group will establish a structure that can respond flexibly to the personnel needs of MPJ and other Group companies while complying with applicable laws and regulations.
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