Worth reading
40Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
10
¥ million (capital)Wording
Conditional
How definitive the wording is.This transaction
Joint Venture FormationCounterpartyHirano Hiroki (平野 弘紀)
Disclosing companyTWOSTONE&Sons Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
Execution Date / Effective Date1 November 2026 (date of establishment)
Target company
Cloud development, AX/DX initiatives and second opinions
Location Shibuya-ku, TokyoShare capital ¥10 millionDate of incorporation 1 November 2026
Consideration and expenses
Type of ConsiderationCash (¥5 million contributed by TWOSTONE&Sons and ¥5 million contributed by Hirano Hiroki (平野 弘紀))
Impact on Business Performance
The impact on our results for the fiscal year ending August 2027 is expected to be immaterial.
Procedures and assumptions
Management structure after acquisitionHirano Hiroki (平野 弘紀), Representative Director and CEO. 4 directors from the Company have taken office. Going forward, the company will continue to bring on engineers with expertise in cloud technologies, including Google Cloud.
| Item | Details |
|---|---|
| Transaction name | Joint Venture Formation |
| Counterparty name | Hirano Hiroki (平野 弘紀) |
| Name of the Subject Company | TWOSTONE Fabric Co., Ltd. |
| Business Description of the Subject Company | Cloud development, AX/DX initiatives and second opinions |
| Location of the Subject Company | Shibuya-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 November 2026 |
| Type of Consideration | Cash (¥5 million contributed by TWOSTONE&Sons and ¥5 million contributed by Hirano Hiroki (平野 弘紀)) |
| Voting rights ownership percentage | After 50％ (before not disclosed) |
| Impact on Business Performance | The impact on our results for the fiscal year ending August 2027 is expected to be immaterial. |
| Execution Date / Effective Date | 1 November 2026 (date of establishment) |
| Management structure after acquisition | Hirano Hiroki (平野 弘紀), Representative Director and CEO. 4 directors from the Company have taken office. Going forward, the company will continue to bring on engineers with expertise in cloud technologies, including Google Cloud. |
Items this document does not state (20)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent 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.To combine Hirano Hiroki (平野 弘紀)'s advanced expertise and ability to drive business with the TWOSTONE&Sons group's business platform, thereby establishing a new business model in which engineers themselves handle the resolution of customers' issues on an end-to-end basis.
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