Worth reading
56In 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
10
¥ million (acquisition price of MIC common shares)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Sponsorship agreementCounterpartyマツオインターナショナル株式会社, 松尾産業株式会社, ジェイモードエンタープライズ株式会社
Disclosing companySystemSoft Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution31 August 2026
Contract Date31 August 2026
Execution Date / Effective DateFollowing approval of the reorganization plan, MIC is expected to issue 200 new shares, which the Company will subscribe for. On the following day, MG is expected to be absorbed by MIC in an absorption-type merger and dissolved. The specific date is Not disclosed
Target company
Planning, retail and wholesale sales of women's clothing, miscellaneous goods and other products, Planning and sales of textiles, sales of merchandise and plants, and other store operation support services
Location Chuo-ku, Osaka, and Shibuya-ku, Tokyo, Nishi-ku, Osaka CityShare capital ¥50 million (as of April 2026), ¥38.5 million (as of April 2026)Date of incorporation December 1985, May 1958
Net SalesFiscal year ended December 2025: ¥3,890 million, Fiscal year ended December 2025: ¥447 million
Operating profitFiscal year ended December 2025: operating loss of ¥222 million, Fiscal year ended December 2025: operating loss of ¥64 million
Net income for the current fiscal yearFiscal year ended December 2025: net loss of ¥489 million, Fiscal year ended December 2025: net loss of ¥93 million
Net assetsFiscal year ended December 2025: negative net assets of ¥2,661 million, Fiscal year ended December 2025: ¥433 million in net assets
Consideration and expenses
Acquisition price¥10 million for MIC common shares. No information is provided for MG
Type of ConsiderationCash (the Company is expected to subscribe for 200 newly issued shares of MIC through a third-party allotment. MIC is expected to subscribe for 1 newly issued share of MG)
Funding arrangementsThe Company is expected to lend MIC the funds necessary to make the payments stipulated in the reorganization plan
Impact on Business Performance
The impact on the Company's consolidated results for the current fiscal year will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionA court decision to submit the reorganization plan to a vote, approval of the plan by vote, and a court decision approving the reorganization plan
Management structure after acquisitionMIC is expected to become a wholly owned subsidiary of the Company. MG is expected to be dissolved through an absorption-type merger with MIC as the surviving company. Information on the corporate name, representative and treatment of employees is Not disclosed
| Item | Details |
|---|---|
| Transaction name | Sponsorship agreement |
| Counterparty name | マツオインターナショナル株式会社, 松尾産業株式会社, ジェイモードエンタープライズ株式会社 |
| Name of the Subject Company | マツオインターナショナル株式会社, 松尾産業株式会社 |
| Business Description of the Subject Company | Planning, retail and wholesale sales of women's clothing, miscellaneous goods and other products, Planning and sales of textiles, sales of merchandise and plants, and other store operation support services |
| Location of the Subject Company | Chuo-ku, Osaka, and Shibuya-ku, Tokyo, Nishi-ku, Osaka City |
| Capital Stock of the Subject Company | ¥50 million (as of April 2026), ¥38.5 million (as of April 2026) |
| Date of Establishment of the Subject Company | December 1985, May 1958 |
| Net Sales of the Subject Company | Fiscal year ended December 2025: ¥3,890 million, Fiscal year ended December 2025: ¥447 million |
| Operating Profit of the Subject Company | Fiscal year ended December 2025: operating loss of ¥222 million, Fiscal year ended December 2025: operating loss of ¥64 million |
| Net Income of the Subject Company | Fiscal year ended December 2025: net loss of ¥489 million, Fiscal year ended December 2025: net loss of ¥93 million |
| Net Assets of the Subject Company | Fiscal year ended December 2025: negative net assets of ¥2,661 million, Fiscal year ended December 2025: ¥433 million in net assets |
| Acquisition price | ¥10 million for MIC common shares. No information is provided for MG |
| Type of Consideration | Cash (the Company is expected to subscribe for 200 newly issued shares of MIC through a third-party allotment. MIC is expected to subscribe for 1 newly issued share of MG) |
| Number of shares acquired | 200 shares (number of voting rights: 200) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Funding arrangements | The Company is expected to lend MIC the funds necessary to make the payments stipulated in the reorganization plan |
| Impact on Business Performance | The impact on the Company's consolidated results for the current fiscal year will be immaterial. |
| Date of board resolution | 31 August 2026 |
| Contract Date | 31 August 2026 |
| Execution Date / Effective Date | Following approval of the reorganization plan, MIC is expected to issue 200 new shares, which the Company will subscribe for. On the following day, MG is expected to be absorbed by MIC in an absorption-type merger and dissolved. The specific date is Not disclosed |
| Conditions Precedent to Execution | A court decision to submit the reorganization plan to a vote, approval of the plan by vote, and a court decision approving the reorganization plan |
| Management structure after acquisition | MIC is expected to become a wholly owned subsidiary of the Company. MG is expected to be dissolved through an absorption-type merger with MIC as the surviving company. Information on the corporate name, representative and treatment of employees is Not disclosed |
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.To support the corporate rehabilitation of MIC and the other companies, the Company will use its technological capabilities in system development, AI-based inventory management and logistics, as well as its marketing capabilities and financial resources. The Company also states that expanding into the development of systems for apparel companies and consulting services would contribute to its future growth.
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