Worth reading
57In 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
71
Voting rights ownership ratioWording
Conditional
How definitive the wording is.This transaction
Acquisition of shares through subscription for a third-party allotment of shares (making the company a consolidated subsidiary)CounterpartyExisting shareholders of ネットオン株式会社, ネットオン株式会社
Disclosing companyCookbiz Co.,Ltd.
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
Development and operation of 採用係長, a recruitment marketing tool
Location Kita-ku, Osaka, Osaka PrefectureShare capital ¥378.140 millionDate of incorporation 1 October 2004
Net Sales¥259.291 million (fiscal year ended September 2025)
Operating profitOperating loss of ¥64.688 million (fiscal year ended September 2025)
Net income for the current fiscal yearNet loss of ¥67.153 million (fiscal year ended September 2025)
Net assetsNet assets of negative ¥183.148 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNot disclosed pursuant to the confidentiality obligation with the counterparty to the share acquisition.
Impact on Business Performance
The impact is currently being examined. The Company will promptly disclose any matter that should be disclosed.
Procedures and assumptions
Valuation methodologyDetermined at a fair value following discussions and negotiations between the parties, based on the results of due diligence conducted by a third party and the results of the share valuation.
Conditions Precedent to ExecutionSatisfaction of the conditions precedent set out in the agreement concerning the third-party allotment of shares entered into by the Company and ネットオン株式会社 today.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares through subscription for a third-party allotment of shares (making the company a consolidated subsidiary) |
| Counterparty name | Existing shareholders of ネットオン株式会社, ネットオン株式会社 |
| Name of the Subject Company | ネットオン株式会社 |
| Business Description of the Subject Company | Development and operation of 採用係長, a recruitment marketing tool |
| Location of the Subject Company | Kita-ku, Osaka, Osaka Prefecture |
| Capital Stock of the Subject Company | ¥378.140 million |
| Date of Establishment of the Subject Company | 1 October 2004 |
| Net Sales of the Subject Company | ¥259.291 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥64.688 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | Net loss of ¥67.153 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | Net assets of negative ¥183.148 million (fiscal year ended September 2025) |
| Acquisition price | Not disclosed pursuant to the confidentiality obligation with the counterparty to the share acquisition. |
| Number of shares acquired | 22,257 shares (number of voting rights: 22,257) |
| Voting rights ownership percentage | Before 0% → after 71.0% |
| Impact on Business Performance | The impact is currently being examined. The Company will promptly disclose any matter that should be disclosed. |
| Date of board resolution | 19 August 2026 |
| Contract Date | 19 August 2026 |
| Execution Date / Effective Date | Closing date for the share transfer: around September 2026 (scheduled); effective date of the subscription for shares issued through the third-party allotment: around December 2026 (scheduled) |
| Valuation methodology | Determined at a fair value following discussions and negotiations between the parties, based on the results of due diligence conducted by a third party and the results of the share valuation. |
| Conditions Precedent to Execution | Satisfaction of the conditions precedent set out in the agreement concerning the third-party allotment of shares entered into by the Company and ネットオン株式会社 today. |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeManagement structure after acquisition
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 capture the low-budget, high-frequency recruitment needs of small and medium-sized food-service businesses and, by combining ネットオン株式会社's 採用係長 recruitment marketing tool and other services with its existing human resources services, serve a broad range of customers in the food-service industry and expand its customer base and the value delivered across the Group.
How to read this page
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