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M&A and Subsidiary Changes7374Interworks Confidence Inc.Information and Communications, Services and Others

Notice Concerning the Execution of an Absorption-Type Company Split Agreement in Connection with Group Reorganization through a Company Split and Partial Amendments to the Articles of Incorporation (Partial Changes to Business Purposes, etc.)

The Company has executed agreements to transfer its Recruitment Placement and Hiring Support Businesses and its Media & Solutions Business to 2 wholly owned subsidiaries through absorption-type company splits. Accordingly, the Company will amend its business purposes to align with the post-reorganization group structure.

Worth reading
58In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
23
Revenue as a percentage of the businesses being split (Recruitment Placement and Hiring Support Businesses, fiscal year ending March 2026) (%)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty株式会社 CIW 分割準備会社 A, 株式会社 CIW 分割準備会社 B
Disclosing companyInterworks Confidence Inc.
The Recruitment Placement and Hiring Support Businesses and the Media & Solutions Business of Interworks Confidence Inc.Voting rights ownership percentage

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

Recruitment placement and hiring support, and media and solutions

Location Shinjuku-ku, TokyoShare capital ¥535 millionDate of incorporation 5 August 2014
Net Sales¥9,970 million (fiscal year ending March 2026, consolidated)
Operating profit¥1,284 million (fiscal year ending March 2026, consolidated)
Net income for the current fiscal year¥800 million (fiscal year ending March 2026, net income attributable to owners of the parent, consolidated)
Net assets¥6,308 million (fiscal year ending March 2026, consolidated)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Goodwill amountNo goodwill will arise
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact on the Company's financial results is expected to be minor.

Procedures and assumptions
Conditions Precedent to ExecutionApproval by resolution at the Company's 12th Annual General Meeting of Shareholders scheduled for 29 June 2026
Management structure after acquisitionThe transferee company for the Recruitment Placement and Hiring Support Businesses is予定 to have Kudo Masatsugu (工藤政嗣) as its representative director and president, while the transferee company for the Media & Solutions Business is予定 to have Shiiba Takumi (椎葉匠) as its representative director and president. The corporate names of both transferee companies are予定 to be changed separately. The Company will remain listed.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty name株式会社 CIW 分割準備会社 A, 株式会社 CIW 分割準備会社 B
Name of the Subject CompanyThe Recruitment Placement and Hiring Support Businesses and the Media & Solutions Business of Interworks Confidence Inc.
Business Description of the Subject CompanyRecruitment placement and hiring support, and media and solutions
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥535 million
Date of Establishment of the Subject Company5 August 2014
Net Sales of the Subject Company¥9,970 million (fiscal year ending March 2026, consolidated)
Operating Profit of the Subject Company¥1,284 million (fiscal year ending March 2026, consolidated)
Net Income of the Subject Company¥800 million (fiscal year ending March 2026, net income attributable to owners of the parent, consolidated)
Net Assets of the Subject Company¥6,308 million (fiscal year ending March 2026, consolidated)
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore Interworks Confidence Inc. will hold 100% of the voting rights in each of the 2 transferee companies → after Interworks Confidence Inc. will hold 100% of the voting rights in each of the 2 transferee companies
Goodwill amountNo goodwill will arise
Impact on Business PerformanceThe impact on the Company's financial results is expected to be minor.
Date of board resolution20 May 2026
Contract Date20 May 2026
Execution Date / Effective Date1 October 2026 (予定)
Conditions Precedent to ExecutionApproval by resolution at the Company's 12th Annual General Meeting of Shareholders scheduled for 29 June 2026
Management structure after acquisitionThe transferee company for the Recruitment Placement and Hiring Support Businesses is予定 to have Kudo Masatsugu (工藤政嗣) as its representative director and president, while the transferee company for the Media & Solutions Business is予定 to have Shiiba Takumi (椎葉匠) as its representative director and president. The corporate names of both transferee companies are予定 to be changed separately. The Company will remain listed.
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsAmount 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.

To clarify authority and responsibility by making each business an independent management unit and transition to a group operating structure that enables agile and flexible management decisions.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Execution of an Absorption-Type Company Split Agreement in Connection with Group Reorganization through a Company Split and Partial Amendments to the Articles of Incorporation (Partial Changes to Business Purposes, etc.) | Interworks Confidence Inc. (7374) timely disclosure | Komori