Worth reading
36Immaterial
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
Avoiding a definitive answer
How definitive the wording is.This transaction
Company splitCounterparty (target company)PROEVER株式会社
Disclosing companyManagement Solutions Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
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
Provision of project management software
Location 9-7-1 Akasaka, Minato-ku, Tokyo (予定)Share capital ¥1,000,000Date of incorporation 1 September 2026 (予定)
Impact on Business Performance
The impact on consolidated results at the time of implementation is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this qualifies as a simplified absorption-type company split that meets the requirements of Article 784, Paragraph 2 of the Companies Act, it is scheduled to proceed without obtaining shareholder approval at a general meeting.
Management structure after acquisitionThe company name will be PROEVER株式会社, and the representative will be Representative Director Wakabayashi Hidenori (若林秀宜), both as planned. The Company will optimize specialized functions such as research and development, operations and security, and establish an environment that facilitates the recruitment of technical specialists.
| Item | Details |
|---|---|
| Transaction name | Company split |
| Counterparty name | PROEVER株式会社 |
| Name of the Subject Company | PROEVER株式会社 |
| Business Description of the Subject Company | Provision of project management software |
| Location of the Subject Company | 9-7-1 Akasaka, Minato-ku, Tokyo (予定) |
| Capital Stock of the Subject Company | ¥1,000,000 |
| Date of Establishment of the Subject Company | 1 September 2026 (予定) |
| Voting rights ownership percentage | After 100％ (before not disclosed) |
| Impact on Business Performance | The impact on consolidated results at the time of implementation is expected to be immaterial. |
| Date of board resolution | 14 August 2026 (resolution to commence preparations); 16 November 2026 (scheduled resolution regarding the absorption-type company split) |
| Contract Date | 16 November 2026 (予定) |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | As this qualifies as a simplified absorption-type company split that meets the requirements of Article 784, Paragraph 2 of the Companies Act, it is scheduled to proceed without obtaining shareholder approval at a general meeting. |
| Management structure after acquisition | The company name will be PROEVER株式会社, and the representative will be Representative Director Wakabayashi Hidenori (若林秀宜), both as planned. The Company will optimize specialized functions such as research and development, operations and security, and establish an environment that facilitates the recruitment of technical specialists. |
Items this document does not state (18)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender 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.PROEVER is a subscription-based software business, and its business model and KPIs differ from those of the contract-based consulting business. The Company states that the purpose is to establish an organizational structure suited to the business's characteristics and accelerate the expansion of its customer base. It also aims to optimize specialized functions such as research and development, operations and security, and create an environment that facilitates the recruitment of technical specialists.
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