Worth reading
67In 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
2035675428
¥Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of shares through a cash-settled share exchange (the Share Acquisition)CounterpartyTada Masayuki (多田正幸)
Disclosing companyBirdman 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
Software development and maintenance services. The company primarily provides comprehensive support services to companies operating MLM (multi-level marketing) businesses, including software development and maintenance for customer management systems, call center operations and data-entry services as BPO (business process outsourcing) services.
Location 566-1 Toraya-cho, Nakagyo-ku, Kyoto, Kyoto PrefectureShare capital ¥13,500,000Date of incorporation 12 March 2002
Net Sales¥823.115 million (fiscal year ended December 2025)
Operating profit¥148.837 million (fiscal year ended December 2025)
Net income for the current fiscal year¥135.466 million (fiscal year ended December 2025)
Net assets¥1,160.023 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceTotal: ¥2,035,675,428 (breakdown: ¥1,530,000,000 in cash, ¥500,000,000 through a share exchange using common shares as consideration, and ¥5,675,428 in issuance-related expenses)
Expenses other than the acquisition price¥5,675,428 in issuance-related expenses
Type of ConsiderationCombination of cash (¥1,530,000,000) and a share exchange using common shares as consideration (¥500,000,000)
Funding arrangementsThe funds raised through the 9th Stock Acquisition Rights are expected to be applied. If the fundraising does not proceed as planned, Birdman will consider revising the acquisition schedule or using alternative means, including borrowings from financial institutions.
Impact on Business Performance
The impact on Birdman's consolidated results is currently under review. Birdman will promptly disclose any matters requiring disclosure.
Procedures and assumptions
Valuation methodologyShare valuation by an independent third-party valuation institution, using methods including the DCF method
Conditions Precedent to ExecutionA resolution by the Board of Directors and approval at an extraordinary general meeting of shareholders for approval of the share exchange agreement are expected. If the fundraising does not proceed as planned, Birdman will consider revising the acquisition schedule or using alternative means, including borrowings.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares through a cash-settled share exchange (the Share Acquisition) |
| Counterparty name | Tada Masayuki (多田正幸) |
| Name of the Subject Company | 株式会社マーベリック |
| Business Description of the Subject Company | Software development and maintenance services. The company primarily provides comprehensive support services to companies operating MLM (multi-level marketing) businesses, including software development and maintenance for customer management systems, call center operations and data-entry services as BPO (business process outsourcing) services. |
| Location of the Subject Company | 566-1 Toraya-cho, Nakagyo-ku, Kyoto, Kyoto Prefecture |
| Capital Stock of the Subject Company | ¥13,500,000 |
| Date of Establishment of the Subject Company | 12 March 2002 |
| Net Sales of the Subject Company | ¥823.115 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥148.837 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥135.466 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥1,160.023 million (fiscal year ended December 2025) |
| Acquisition price | Total: ¥2,035,675,428 (breakdown: ¥1,530,000,000 in cash, ¥500,000,000 through a share exchange using common shares as consideration, and ¥5,675,428 in issuance-related expenses) |
| Expenses other than the acquisition price | ¥5,675,428 in issuance-related expenses |
| Type of Consideration | Combination of cash (¥1,530,000,000) and a share exchange using common shares as consideration (¥500,000,000) |
| Number of shares acquired | 225 shares (225 voting rights) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Funding arrangements | The funds raised through the 9th Stock Acquisition Rights are expected to be applied. If the fundraising does not proceed as planned, Birdman will consider revising the acquisition schedule or using alternative means, including borrowings from financial institutions. |
| Impact on Business Performance | The impact on Birdman's consolidated results is currently under review. Birdman will promptly disclose any matters requiring disclosure. |
| Date of board resolution | 26 March 2026 |
| Contract Date | 26 March 2026 |
| Execution Date / Effective Date | Late June 2026 (planned) |
| Valuation methodology | Share valuation by an independent third-party valuation institution, using methods including the DCF method |
| Conditions Precedent to Execution | A resolution by the Board of Directors and approval at an extraordinary general meeting of shareholders for approval of the share exchange agreement are expected. If the fundraising does not proceed as planned, Birdman will consider revising the acquisition schedule or using alternative means, including borrowings. |
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 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 diversify its earnings base and secure stable cash flow, while combining Birdman's marketing and promotional capabilities with the Maverick Group's system development, BPO and logistics capabilities to strengthen the infrastructure for D2C and entertainment DX and accelerate the recovery of business performance.
How to read this page
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