Worth reading
83Important
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
314
¥ million (approximate total of acquisition price and expenses)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share delivery (simplified share delivery)CounterpartyName of counterparty, Fujishima Yoshitaku (藤島 義琢)
Disclosing companyInbound Tech 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.
Target company
Management support, guidance and supervision of controlling companies
Location Setagaya-ku, TokyoShare capital ¥100 million (as of 25 July 2025); ¥145 million after exercise of stock acquisition rightsDate of incorporation 26 February 2021
Net Sales¥4,493.884 million (fiscal year ended March 2025, consolidated)
Operating profit¥243.376 million (fiscal year ended March 2025, consolidated)
Net income for the current fiscal year¥57.056 million (fiscal year ended March 2025, profit attributable to owners of the parent, consolidated)
Net assets¥554.943 million (fiscal year ended March 2025, consolidated)
Consideration and expenses
Acquisition priceCommon shares of FW Co., Ltd.: ¥239 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥75 million
Type of ConsiderationShares (only the Company’s common shares; 1,384 common shares of the Company for each common share of FW)
Merger ratio/share exchange ratioShare delivery ratio: 1,384 common shares of the Company for each common share of FW (share-delivery parent company: Inbound Tech Inc.; share-delivery subsidiary: 株式会社FW)
Funding arrangementsThe consideration will be paid in the Company’s common shares. The Company plans to use 136,300 treasury shares and issue 242,916 new common shares. Method of raising cash: Not disclosed
Goodwill amountGoodwill is expected to arise, but its amount and amortization period have not been determined at this time
Amount of extraordinary income (loss)No extraordinary income or extraordinary loss is disclosed. ¥75 million in due diligence, share valuation and advisory fees paid to external experts will be recorded as selling, general and administrative expenses
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
¥75,000 thousand will be recorded as selling, general and administrative expenses in the consolidated results for the fiscal year ending March 2026. Goodwill is expected to arise, but its amount has not been determined
Procedures and assumptions
Valuation methodologyCompany: market price method; FW: discounted cash flow method
Independent valuation institution株式会社プルータス・コンサルティング
Conditions Precedent to ExecutionThe securities registration statement under the Financial Instruments and Exchange Act becoming effective. It is stated that shareholder approval is not required because this is a simplified share delivery
Management structure after acquisitionThere will be no changes to the Company’s trade name, head office location, representative, business activities, capital or fiscal year-end. FW and Web Crew will become subsidiaries of the Company. The treatment of the target company’s employees is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share delivery (simplified share delivery) |
| Counterparty name | Name of counterparty, Fujishima Yoshitaku (藤島 義琢) |
| Name of the Subject Company | 株式会社FW |
| Business Description of the Subject Company | Management support, guidance and supervision of controlling companies |
| Location of the Subject Company | Setagaya-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million (as of 25 July 2025); ¥145 million after exercise of stock acquisition rights |
| Date of Establishment of the Subject Company | 26 February 2021 |
| Net Sales of the Subject Company | ¥4,493.884 million (fiscal year ended March 2025, consolidated) |
| Operating Profit of the Subject Company | ¥243.376 million (fiscal year ended March 2025, consolidated) |
| Net Income of the Subject Company | ¥57.056 million (fiscal year ended March 2025, profit attributable to owners of the parent, consolidated) |
| Net Assets of the Subject Company | ¥554.943 million (fiscal year ended March 2025, consolidated) |
| Acquisition price | Common shares of FW Co., Ltd.: ¥239 million |
| Expenses other than the acquisition price | Advisory fees and other expenses (approximate amount): ¥75 million |
| Type of Consideration | Shares (only the Company’s common shares; 1,384 common shares of the Company for each common share of FW) |
| Merger ratio/share exchange ratio | Share delivery ratio: 1,384 common shares of the Company for each common share of FW (share-delivery parent company: Inbound Tech Inc.; share-delivery subsidiary: 株式会社FW) |
| Number of shares acquired | 274 shares (FW common shares), representing 274 voting rights |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Funding arrangements | The consideration will be paid in the Company’s common shares. The Company plans to use 136,300 treasury shares and issue 242,916 new common shares. Method of raising cash: Not disclosed |
| Goodwill amount | Goodwill is expected to arise, but its amount and amortization period have not been determined at this time |
| Amount of extraordinary income (loss) | No extraordinary income or extraordinary loss is disclosed. ¥75 million in due diligence, share valuation and advisory fees paid to external experts will be recorded as selling, general and administrative expenses |
| Impact on Business Performance | ¥75,000 thousand will be recorded as selling, general and administrative expenses in the consolidated results for the fiscal year ending March 2026. Goodwill is expected to arise, but its amount has not been determined |
| Date of board resolution | 13 May 2026 |
| Contract Date | On 13 May 2026, the Company agreed with HIKARI TSUSHIN,INC. and Fujishima Yoshitaku (藤島 義琢) on the share delivery ratio. The specific date of execution of the agreement for the transfer of all shares has not been disclosed, and execution is scheduled |
| Execution Date / Effective Date | 9 June 2026 (scheduled) |
| Valuation methodology | Company: market price method; FW: discounted cash flow method |
| Independent valuation institution | 株式会社プルータス・コンサルティング |
| Conditions Precedent to Execution | The securities registration statement under the Financial Instruments and Exchange Act becoming effective. It is stated that shareholder approval is not required because this is a simplified share delivery |
| Management structure after acquisition | There will be no changes to the Company’s trade name, head office location, representative, business activities, capital or fiscal year-end. FW and Web Crew will become subsidiaries of the Company. The treatment of the target company’s employees is Not disclosed |
Items this document does not state (4)
Tender offer priceMinimum number of shares to be purchasedTender offer periodSpecial 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.The Company expects to enter new fields, strengthen its AI division by leveraging the system development capabilities of FW and Web Crew, and create new revenue opportunities by combining the Company’s multilingual resources with Web Crew’s website operation expertise. Another reason is that using only the Company’s shares as consideration will enable the Company to make FW a subsidiary without any cash outflow.
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.