Worth reading
57In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
100
% (the target company's voting rights ownership ratio)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Share transferCounterpartyＡＡ分割準備株式会社 (tentative)
Disclosing companyMacbee Planet,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
LTV marketing business
Location Minato-ku, TokyoShare capital ¥428,525,600Date of incorporation 9 July 2004
Net Sales¥21,640 million (fiscal year ending April 2026)
Operating profit¥563 million (fiscal year ending April 2026)
Net income for the current fiscal year¥396 million (fiscal year ending April 2026)
Net assets¥1,246 million (fiscal year ending April 2026)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations.
Type of ConsiderationMixed (cash consideration in addition to the delivery of shares in the transferee; the Company will hold 33.5% of the transferee's shares)
Funding arrangementsFinancing provided by financial institutions to the transferee
Impact on Business Performance
The impact on consolidated results for the fiscal year ending April 2027 is currently under review. The Company will make a timely disclosure once the amount of the impact has been determined.
Procedures and assumptions
Conditions Precedent to ExecutionThe transferee obtains financing from financial institutions and other prescribed conditions precedent are satisfied.
Management structure after acquisitionThe target company will be able to make agile decisions under its management. Following the transfer, the Company plans to maintain its capital and personnel relationships with the target company, as well as its advertising transactions with the company. The Company will hold 33.5% of the transferee's shares, and the transferee is expected to become an equity-method affiliate.
| Item | Details |
|---|---|
| Transaction name | Share transfer |
| Counterparty name | ＡＡ分割準備株式会社 (tentative) |
| Name of the Subject Company | 株式会社Ａｌｌ Ａｄｓ |
| Business Description of the Subject Company | LTV marketing business |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥428,525,600 |
| Date of Establishment of the Subject Company | 9 July 2004 |
| Net Sales of the Subject Company | ¥21,640 million (fiscal year ending April 2026) |
| Operating Profit of the Subject Company | ¥563 million (fiscal year ending April 2026) |
| Net Income of the Subject Company | ¥396 million (fiscal year ending April 2026) |
| Net Assets of the Subject Company | ¥1,246 million (fiscal year ending April 2026) |
| Acquisition price | Not disclosed due to confidentiality obligations. |
| Type of Consideration | Mixed (cash consideration in addition to the delivery of shares in the transferee; the Company will hold 33.5% of the transferee's shares) |
| Number of shares acquired | 18 shares transferred (100% voting rights ownership; the number of voting rights is not stated) |
| Voting rights ownership percentage | Before 100％ → after 0％ |
| Funding arrangements | Financing provided by financial institutions to the transferee |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending April 2027 is currently under review. The Company will make a timely disclosure once the amount of the impact has been determined. |
| Date of board resolution | 10 September 2026 |
| Contract Date | 10 September 2026 |
| Execution Date / Effective Date | October 2026 (scheduled) |
| Conditions Precedent to Execution | The transferee obtains financing from financial institutions and other prescribed conditions precedent are satisfied. |
| Management structure after acquisition | The target company will be able to make agile decisions under its management. Following the transfer, the Company plans to maintain its capital and personnel relationships with the target company, as well as its advertising transactions with the company. The Company will hold 33.5% of the transferee's shares, and the transferee is expected to become an equity-method affiliate. |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 determined that the best way to enhance the corporate value of the Group is to allow the target company to pursue the specialist expertise and approach that differ from the Company's management policy, while accelerating its return to growth by investing the proceeds recovered through the share transfer in new businesses and M&A, and enabling the target company's management to make agile decisions.
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