This transaction
Acquisition of shares and conversion into a subsidiaryThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
URIBACO (ウリバコ) business; web services, planning, development and operations; design and engineering services
The impact on the company's consolidated results for the fiscal year ending March 2027 is expected to be approximately ¥20 million in operating profit. Due to the carve-out of the seafood business and cancellations by certain companies, the target company expects a substantial decline in revenue and profit in the fiscal year ending June 2027.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Counterparty name | Yoshino Kunio (吉野 邦夫) |
| Name of the Subject Company | 株式会社 menu magazine |
| Business Description of the Subject Company | URIBACO (ウリバコ) business; web services, planning, development and operations; design and engineering services |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥96.5 million (as of 30 June 2026) |
| Date of Establishment of the Subject Company | 3 July 2012 |
| Net Sales of the Subject Company | ¥846.874 million (fiscal year ended June 2026) |
| Operating Profit of the Subject Company | ¥269.180 million (fiscal year ended June 2026) |
| Net Income of the Subject Company | ¥164.954 million (fiscal year ended June 2026) |
| Net Assets of the Subject Company | ¥559.278 million (fiscal year ended June 2026) |
| Acquisition price | Target company's common shares: ¥650 million |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥6 million |
| Type of Consideration | Cash |
| Merger ratio/share exchange ratio | None |
| Tender offer price | None |
| Minimum number of shares to be purchased | None |
| Tender offer period | None |
| Number of shares acquired | 2,221 shares; number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Funding arrangements | Scheduled to be funded with internal funds and financing from financial institutions |
| Impact on Business Performance | The impact on the company's consolidated results for the fiscal year ending March 2027 is expected to be approximately ¥20 million in operating profit. Due to the carve-out of the seafood business and cancellations by certain companies, the target company expects a substantial decline in revenue and profit in the fiscal year ending June 2027. |
| Date of board resolution | 20 August 2026 |
| Contract Date | 25 August 2026 (scheduled) |
| Execution Date / Effective Date | 30 September 2026 (scheduled) |
| Valuation methodology | Due diligence and valuation of the shares by an independent specialist, together with discussions and negotiations with the counterparty |
| Management structure after acquisition | The target company is scheduled to become a consolidated subsidiary of the company. The participation of the target company's management and technology personnel in the Group is expected to contribute to strengthening the Group's overall business development and DX capabilities. The corporate name, representative and other treatment of employees are Not disclosed |
Items this document does not state (5)
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 acquisition is intended to incorporate menu magazine's URIBACO e-commerce super-platform for supermarkets, promotional support system, customer base and expertise, and expand into the supermarket industry as a new industry-focused area for the Group. The company also cites the creation of business synergies in digital promotions, strengthening recruitment capabilities and developing AI agents by combining these assets with its expertise in branding, digital marketing and DX promotion, as well as strengthening business development and DX capabilities through the participation of management and technology personnel.