Worth reading
69In 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
500000
¥ million (total purchase price)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in both companies (making them subsidiaries)Counterparty株式会社マツカワホールディングス, Matsukawa Kazuo (松川和男)
Disclosing companyCyberBuzz,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.White points represent dates designated as scheduled dates in the document.
Target company
アース社: hometown tax donation program support, regional branding, and corporate hometown tax donation businesses; ワンエイト社: regional trading company business (processing, product development, and sale of agricultural and other products)
Location Tamana, Kumamoto Prefecture / Nankan, Tamana District, Kumamoto PrefectureShare capital アース社: ¥30 million; ワンエイト社: ¥3 millionDate of incorporation アース社: 22 August 2003; ワンエイト社: 22 February 2022
Net Salesアース社: ¥2,968.234 million (fiscal year ended May 2026); ワンエイト社: ¥974.186 million (fiscal year ended May 2026)
Operating profitアース社: ¥37.590 million (fiscal year ended May 2026); ワンエイト社: loss of ¥27.613 million (fiscal year ended May 2026)
Net income for the current fiscal yearアース社: ¥40.577 million (fiscal year ended May 2026); ワンエイト社: loss of ¥27.727 million (fiscal year ended May 2026)
Net assetsアース社: ¥77.728 million (fiscal year ended May 2026); ワンエイト社: negative net assets of ¥11.282 million (fiscal year ended May 2026)
Consideration and expenses
Acquisition priceアース社: ¥471.282 million; ワンエイト社: ¥28.718 million (total: ¥500 million). Additional earn-out consideration will be calculated based on performance.
Expenses other than the acquisition priceAdvisory and other fees: ¥80 million (estimated amount related to the acquisition of both companies)
Type of ConsiderationCash (funded with cash on hand and borrowings)
Funding arrangementsExpected to be funded with cash on hand and borrowings
Impact on Business Performance
The impact of this transaction is currently being assessed and will be reflected in the consolidated earnings forecast for the fiscal year ending September 2027, which is scheduled to be disclosed on 12 November 2026.
Procedures and assumptions
Valuation methodologyDetermined comprehensively based on an external third-party valuation, the results of financial, tax, and legal due diligence, and the business plans of both companies.
Management structure after acquisitionSome of the core personnel of both companies are expected to remain involved as directors for a certain period after the companies become subsidiaries. Following completion of the share transfer, directors and corporate auditors are scheduled to be elected at an extraordinary general meeting of shareholders to be held on the same day. Matsukawa Kazuo (松川和男) is scheduled to serve as a part-time director of アース社 for 1 year after the acquisition of the shares and then as an adviser of the company for 1 year, assisting with the handover of the business and related matters.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in both companies (making them subsidiaries) |
| Counterparty name | 株式会社マツカワホールディングス, Matsukawa Kazuo (松川和男) |
| Name of the Subject Company | 株式会社アースコーポレーション, 株式会社ワンエイト |
| Business Description of the Subject Company | アース社: hometown tax donation program support, regional branding, and corporate hometown tax donation businesses; ワンエイト社: regional trading company business (processing, product development, and sale of agricultural and other products) |
| Location of the Subject Company | Tamana, Kumamoto Prefecture / Nankan, Tamana District, Kumamoto Prefecture |
| Capital Stock of the Subject Company | アース社: ¥30 million; ワンエイト社: ¥3 million |
| Date of Establishment of the Subject Company | アース社: 22 August 2003; ワンエイト社: 22 February 2022 |
| Net Sales of the Subject Company | アース社: ¥2,968.234 million (fiscal year ended May 2026); ワンエイト社: ¥974.186 million (fiscal year ended May 2026) |
| Operating Profit of the Subject Company | アース社: ¥37.590 million (fiscal year ended May 2026); ワンエイト社: loss of ¥27.613 million (fiscal year ended May 2026) |
| Net Income of the Subject Company | アース社: ¥40.577 million (fiscal year ended May 2026); ワンエイト社: loss of ¥27.727 million (fiscal year ended May 2026) |
| Net Assets of the Subject Company | アース社: ¥77.728 million (fiscal year ended May 2026); ワンエイト社: negative net assets of ¥11.282 million (fiscal year ended May 2026) |
| Acquisition price | アース社: ¥471.282 million; ワンエイト社: ¥28.718 million (total: ¥500 million). Additional earn-out consideration will be calculated based on performance. |
| Expenses other than the acquisition price | Advisory and other fees: ¥80 million (estimated amount related to the acquisition of both companies) |
| Type of Consideration | Cash (funded with cash on hand and borrowings) |
| Number of shares acquired | アース社: 3,000 shares (3,000 voting rights); ワンエイト社: 60 shares (60 voting rights) |
| Voting rights ownership percentage | Before アース社: 0.0%; ワンエイト社: 0.0% → after アース社: 100.0%; ワンエイト社: 100.0% |
| Funding arrangements | Expected to be funded with cash on hand and borrowings |
| Impact on Business Performance | The impact of this transaction is currently being assessed and will be reflected in the consolidated earnings forecast for the fiscal year ending September 2027, which is scheduled to be disclosed on 12 November 2026. |
| Date of board resolution | 16 October 2026 |
| Contract Date | 16 October 2026 |
| Execution Date / Effective Date | 31 October 2026 (予定) |
| Valuation methodology | Determined comprehensively based on an external third-party valuation, the results of financial, tax, and legal due diligence, and the business plans of both companies. |
| Management structure after acquisition | Some of the core personnel of both companies are expected to remain involved as directors for a certain period after the companies become subsidiaries. Following completion of the share transfer, directors and corporate auditors are scheduled to be elected at an extraordinary general meeting of shareholders to be held on the same day. Matsukawa Kazuo (松川和男) is scheduled to serve as a part-time director of アース社 for 1 year after the acquisition of the shares and then as an adviser of the company for 1 year, assisting with the handover of the business and related matters. |
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 transaction will combine サイバー・バズ's expertise in influencer and social media marketing with the networks that the two companies have established among local governments and regional producers to provide new services, including the promotion of hometown tax donation gifts and regional products, sales channel development, and marketing for local governments. Other reasons include improving the profit structure through the expansion of both companies' businesses and greater operational efficiency, as well as the early acquisition of networks of local governments and producers and an earnings base of a certain scale or greater.
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