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
107
¥ millions (share acquisition price; approximate total amount)Wording
Conditional
How definitive the wording is.This transaction
This transaction to make ECPower a wholly owned subsidiary (this share acquisition and this share exchange)CounterpartyMasuda Hiromu (増田 大夢), 5 others
Disclosing companyFeedforce Group 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
Planning, design, development and operation of websites and related activities; development and provision of the Shopify-focused customer analytics tool “ECPower”; and e-commerce development and growth support services as a certified Shopify Expert
Location Minato-ku, TokyoShare capital ¥22 millionDate of incorporation 17 July 2020
Net Sales¥22 million (fiscal year ended June 2025)
Operating profitNet loss of ¥2 million (fiscal year ended June 2025)
Net income for the current fiscal yearNet loss of ¥2 million (fiscal year ended June 2025)
Net assetsNet assets of ¥24 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition price¥107 million (share acquisition price)
Expenses other than the acquisition priceAdvisory fees and other costs: approximately ¥0 million
Type of ConsiderationMixed consideration: the share acquisition will be paid in cash, while 19,400 of the Company's ordinary shares are scheduled to be delivered in the share exchange
Merger ratio/share exchange ratio1 : 0.097 (Company: ECPower. 0.097 of the Company's shares will be allotted and delivered for each ECPower share; the Company will be the wholly owning parent company and ECPower will be the wholly owned subsidiary)
Goodwill amountThe amount has not been determined at this time and is scheduled to be recognized on the consolidated balance sheet for the fiscal year ending May 2026. The amortization period has not been disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated results for the fiscal year ending May 2026 is expected to be immaterial. Over the medium to long term, the transaction is expected to contribute to improved results for the Group
Procedures and assumptions
Valuation methodologyDiscounted cash flow method; market price method for the Company's shares
Conditions Precedent to ExecutionApproval by resolution of ECPower's shareholders' meeting (scheduled for 15 April 2026). The Company's approval is not required because the transaction is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act
| Item | Details |
|---|---|
| Transaction name | This transaction to make ECPower a wholly owned subsidiary (this share acquisition and this share exchange) |
| Counterparty name | Masuda Hiromu (増田 大夢), 5 others |
| Name of the Subject Company | 株式会社ECPower |
| Business Description of the Subject Company | Planning, design, development and operation of websites and related activities; development and provision of the Shopify-focused customer analytics tool “ECPower”; and e-commerce development and growth support services as a certified Shopify Expert |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥22 million |
| Date of Establishment of the Subject Company | 17 July 2020 |
| Net Sales of the Subject Company | ¥22 million (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | Net loss of ¥2 million (fiscal year ended June 2025) |
| Net Income of the Subject Company | Net loss of ¥2 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | Net assets of ¥24 million (fiscal year ended June 2025) |
| Acquisition price | ¥107 million (share acquisition price) |
| Expenses other than the acquisition price | Advisory fees and other costs: approximately ¥0 million |
| Type of Consideration | Mixed consideration: the share acquisition will be paid in cash, while 19,400 of the Company's ordinary shares are scheduled to be delivered in the share exchange |
| Merger ratio/share exchange ratio | 1 : 0.097 (Company: ECPower. 0.097 of the Company's shares will be allotted and delivered for each ECPower share; the Company will be the wholly owning parent company and ECPower will be the wholly owned subsidiary) |
| Number of shares acquired | 1,116,667 shares (1,116,667 voting rights). The remaining 200,000 shares are scheduled to be acquired separately through the share exchange |
| Voting rights ownership percentage | Before 0.0% (before the share acquisition) → after 84.8% (after the share acquisition and before the share exchange) |
| Goodwill amount | The amount has not been determined at this time and is scheduled to be recognized on the consolidated balance sheet for the fiscal year ending May 2026. The amortization period has not been disclosed |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending May 2026 is expected to be immaterial. Over the medium to long term, the transaction is expected to contribute to improved results for the Group |
| Date of board resolution | 26 March 2026 |
| Contract Date | 26 March 2026 |
| Execution Date / Effective Date | Share acquisition completion date: 1 April 2026 (scheduled). Effective date and share delivery date of the share exchange: 1 May 2026 (scheduled) |
| Valuation methodology | Discounted cash flow method; market price method for the Company's shares |
| Conditions Precedent to Execution | Approval by resolution of ECPower's shareholders' meeting (scheduled for 15 April 2026). The Company's approval is not required because the transaction is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act |
Items this document does not state (8)
Tender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount 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.The transaction is intended to bring ECPower's advanced development capabilities and specialized expertise in the Shopify field into the Group, generate synergies with existing businesses, strengthen competitiveness within the Shopify ecosystem, accelerate growth in the DX business, and expand the service lineup.
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