Worth reading
74In 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
500
Shares (number of issued shares of the target company)Wording
Conditional
How definitive the wording is.This transaction
This share acquisition and this share exchangeCounterpartyHasegawa Katsuya (長谷川 勝也), 1 individual
Disclosing companyIMAGE MAGIC 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
Silkscreen printing and related businesses
Location Eiheiji, Yoshida District, Fukui PrefectureShare capital ¥30 millionDate of incorporation 1 November 2013
Net Sales¥1,027 million (fiscal year ending March 2026)
Operating profit¥92 million (fiscal year ending March 2026)
Net income for the current fiscal year¥77 million (fiscal year ending March 2026)
Net assets¥315 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNot disclosed pursuant to an agreement with the counterparty
Type of ConsiderationMixed (the share acquisition will be a share purchase for cash consideration, while the share exchange will be settled solely in the Company's shares)
Merger ratio/share exchange ratio900 shares of common stock of IMAGE MAGIC Inc. for each share of 株式会社長谷川美芸. IMAGE MAGIC Inc. will be the wholly owning parent company and 株式会社長谷川美芸 will be the wholly owned subsidiary.
Funding arrangementsOf the 252,000 shares to be delivered in the share exchange, 120,000 will be treasury shares and 132,000 new shares will be issued. No funding arrangements are stated for the cash consideration for the share acquisition.
Goodwill amountGoodwill is expected to arise, but its amount and amortization period have not been determined at this time.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on results for the fiscal year ending December 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method, discounted cash flow method (DCF method), and comparable company analysis
Independent valuation institutionウィルパートナーズ株式会社
Conditions Precedent to ExecutionApproval by 株式会社長谷川美芸's shareholders at the shareholders' meeting to approve the share transfer scheduled for 28 September 2026 and at the extraordinary shareholders' meeting to approve the share exchange scheduled for 2 October 2026. IMAGE MAGIC Inc. does not plan to seek shareholder approval because the transaction will be conducted as a simplified share exchange.
Management structure after acquisitionThe corporate name, head office location, representative, business activities, capital, and fiscal year-end of the Company, as the wholly owning parent company in the share exchange, will remain unchanged. The treatment of 長谷川美芸's representative and employees is not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and this share exchange |
| Counterparty name | Hasegawa Katsuya (長谷川 勝也), 1 individual |
| Name of the Subject Company | 株式会社長谷川美芸 |
| Business Description of the Subject Company | Silkscreen printing and related businesses |
| Location of the Subject Company | Eiheiji, Yoshida District, Fukui Prefecture |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 1 November 2013 |
| Net Sales of the Subject Company | ¥1,027 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥92 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥77 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥315 million (fiscal year ending March 2026) |
| Acquisition price | Not disclosed pursuant to an agreement with the counterparty |
| Type of Consideration | Mixed (the share acquisition will be a share purchase for cash consideration, while the share exchange will be settled solely in the Company's shares) |
| Merger ratio/share exchange ratio | 900 shares of common stock of IMAGE MAGIC Inc. for each share of 株式会社長谷川美芸. IMAGE MAGIC Inc. will be the wholly owning parent company and 株式会社長谷川美芸 will be the wholly owned subsidiary. |
| Number of shares acquired | 220 shares (220 voting rights) will be acquired through the share acquisition, and the remaining 280 shares will be acquired through the share exchange. |
| Voting rights ownership percentage | Before 0% → after 44% (after the share acquisition). 株式会社長谷川美芸 will become a wholly owned subsidiary upon completion of the share exchange. |
| Funding arrangements | Of the 252,000 shares to be delivered in the share exchange, 120,000 will be treasury shares and 132,000 new shares will be issued. No funding arrangements are stated for the cash consideration for the share acquisition. |
| Goodwill amount | Goodwill is expected to arise, but its amount and amortization period have not been determined at this time. |
| Impact on Business Performance | The impact on results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 18 September 2026 |
| Contract Date | Share transfer agreement: 18 September 2026. Share exchange agreement: 2 October 2026 (scheduled). |
| Execution Date / Effective Date | Share acquisition: 1 October 2026 (scheduled). Effective date of the share exchange: 26 October 2026 (scheduled). |
| Valuation methodology | Market price method, discounted cash flow method (DCF method), and comparable company analysis |
| Independent valuation institution | ウィルパートナーズ株式会社 |
| Conditions Precedent to Execution | Approval by 株式会社長谷川美芸's shareholders at the shareholders' meeting to approve the share transfer scheduled for 28 September 2026 and at the extraordinary shareholders' meeting to approve the share exchange scheduled for 2 October 2026. IMAGE MAGIC Inc. does not plan to seek shareholder approval because the transaction will be conducted as a simplified share exchange. |
| Management structure after acquisition | The corporate name, head office location, representative, business activities, capital, and fiscal year-end of the Company, as the wholly owning parent company in the share exchange, will remain unchanged. The treatment of 長谷川美芸's representative and employees is not disclosed. |
Items this document does not state (6)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)Special 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 secure flexible production capacity and bring high-value-added specialty printing technologies in-house, the Company aims to improve profitability through the integration of its customer acquisition capabilities and IT infrastructure with 長谷川美芸's analog technologies and expertise, as well as through manufacturing digital transformation and supply chain optimization.
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