Worth reading
66In 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
235
¥ million (approximate total of the acquisition price and advisory fees)Wording
Definitive
How definitive the wording is.This transaction
This share acquisitionCounterpartyIida Yukihiro (飯田 幸宏), Nishikawa Shinichi (西川 信一), Yamashita Kazuya (山下 和弥), Iida Tomokazu (飯田 友和)
Disclosing companySHIKIGAKU.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.White points represent dates designated as scheduled dates in the document.
Target company
Management and operation of group companies (its wholly owned subsidiary, ネキスト株式会社, manufactures and sells machinery and equipment for automotive body repair, including paint booths, and provides installation, repair and maintenance services.)
Location Ama, Aichi PrefectureShare capital ¥10 millionDate of incorporation 1 December 2023
Net Sales¥750 million (fiscal year ended November 2025)
Operating profit¥87 million (fiscal year ended November 2025)
Net income for the current fiscal year¥42 million (fiscal year ended November 2025)
Net assets¥137 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition price200 common shares: ¥200 million
Expenses other than the acquisition priceAdvisory fees (approximate): ¥35 million
Type of ConsiderationCash
Funding arrangementsThe Company plans to fund the acquisition partly with its own funds and partly through borrowings from financial institutions.
Impact on Business Performance
The impact of this transaction on the consolidated results and financial position of SHIKIGAKU.Co.,Ltd. for the fiscal year ending February 2027 has already been reflected in the full-year consolidated earnings forecast announced today.
Procedures and assumptions
Valuation methodologyDetermined through discussions between the parties, taking reasonable account of the results of legal and financial due diligence and other factors.
Management structure after acquisitionFollowing the acquisition, the target company will become a consolidated subsidiary (sub-subsidiary) of SHIKIGAKU.Co.,Ltd., and ネキスト株式会社, the target company's wholly owned subsidiary, will also become a consolidated subsidiary of SHIKIGAKU.Co.,Ltd. PMI will be carried out to introduce SHIKIGAKU's expertise across the target company's group, including clarifying responsibilities, managing actions based on numerical targets and delegating authority.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Iida Yukihiro (飯田 幸宏), Nishikawa Shinichi (西川 信一), Yamashita Kazuya (山下 和弥), Iida Tomokazu (飯田 友和) |
| Name of the Subject Company | Nexus Holdings Co., Ltd. |
| Business Description of the Subject Company | Management and operation of group companies (its wholly owned subsidiary, ネキスト株式会社, manufactures and sells machinery and equipment for automotive body repair, including paint booths, and provides installation, repair and maintenance services.) |
| Location of the Subject Company | Ama, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 December 2023 |
| Net Sales of the Subject Company | ¥750 million (fiscal year ended November 2025) |
| Operating Profit of the Subject Company | ¥87 million (fiscal year ended November 2025) |
| Net Income of the Subject Company | ¥42 million (fiscal year ended November 2025) |
| Net Assets of the Subject Company | ¥137 million (fiscal year ended November 2025) |
| Acquisition price | 200 common shares: ¥200 million |
| Expenses other than the acquisition price | Advisory fees (approximate): ¥35 million |
| Type of Consideration | Cash |
| Number of shares acquired | 168 shares (number of voting rights: 168) |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Funding arrangements | The Company plans to fund the acquisition partly with its own funds and partly through borrowings from financial institutions. |
| Impact on Business Performance | The impact of this transaction on the consolidated results and financial position of SHIKIGAKU.Co.,Ltd. for the fiscal year ending February 2027 has already been reflected in the full-year consolidated earnings forecast announced today. |
| Date of board resolution | 10 July 2026 |
| Contract Date | 10 July 2026 |
| Execution Date / Effective Date | 4 August 2026 (予定) |
| Valuation methodology | Determined through discussions between the parties, taking reasonable account of the results of legal and financial due diligence and other factors. |
| Management structure after acquisition | Following the acquisition, the target company will become a consolidated subsidiary (sub-subsidiary) of SHIKIGAKU.Co.,Ltd., and ネキスト株式会社, the target company's wholly owned subsidiary, will also become a consolidated subsidiary of SHIKIGAKU.Co.,Ltd. PMI will be carried out to introduce SHIKIGAKU's expertise across the target company's group, including clarifying responsibilities, managing actions based on numerical targets and delegating authority. |
Items this document does not state (9)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 regards long-term, ownership-oriented M&A as a growth engine and intends to bring in an integrated business platform, including commercial paint booths, together with recurring revenue. Following the acquisition, it plans to introduce SHIKIGAKU's expertise, establish organizational systems, improve productivity, build recurring consumables sales and acquire new projects.
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