Worth reading
52Recurring
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
67
¥ million (total acquisition price, advisory fees and other expenses)Wording
Conditional
How definitive the wording is.This transaction
Making a subsidiary through the acquisition of sharesCounterpartyNishino Yumi (西野 由美), Other counterparty whose name and address have been withheld following discussions, in accordance with the counterparty's strong request
Disclosing companyJAPAN Creative Platform Group Co.,Ltd.
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.
Date of board resolution9 April 2026
Contract Date9 April 2026
Execution Date / Effective DateShare transfer execution date: 9 April 2026. Share payment execution date: 9 April 2026. Deemed acquisition date: scheduled for the end of June 2026.
Target company
Production, sale and rental of food samples, and display production
Location Sumiyoshi, Osaka, Osaka PrefectureShare capital ¥90 millionDate of incorporation 16 October 1969
Net Sales¥116 million (fiscal year ended June 2025)
Operating profitOperating loss: ¥1 million (fiscal year ended June 2025)
Net income for the current fiscal yearNet loss: ¥2 million (fiscal year ended June 2025)
Net assets¥49 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceCommon shares: ¥56 million (total: ¥67 million)
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥11 million
Type of ConsiderationCash
Impact on Business Performance
The deemed acquisition date is scheduled for the end of June 2026, and the impact of this transaction on consolidated results for the fiscal year ending December 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyThe price was reasonably calculated based primarily on the net assets of 株式会社イムラサンプル, taking comprehensive account of factors including its financial condition, asset position and outlook for future business activities, and was agreed following discussions between the parties.
| Item | Details |
|---|---|
| Transaction name | Making a subsidiary through the acquisition of shares |
| Counterparty name | Nishino Yumi (西野 由美), Other counterparty whose name and address have been withheld following discussions, in accordance with the counterparty's strong request |
| Name of the Subject Company | 株式会社イムラサンプル |
| Business Description of the Subject Company | Production, sale and rental of food samples, and display production |
| Location of the Subject Company | Sumiyoshi, Osaka, Osaka Prefecture |
| Capital Stock of the Subject Company | ¥90 million |
| Date of Establishment of the Subject Company | 16 October 1969 |
| Net Sales of the Subject Company | ¥116 million (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | Operating loss: ¥1 million (fiscal year ended June 2025) |
| Net Income of the Subject Company | Net loss: ¥2 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | ¥49 million (fiscal year ended June 2025) |
| Acquisition price | Common shares: ¥56 million (total: ¥67 million) |
| Expenses other than the acquisition price | Advisory fees and other expenses: ¥11 million |
| Type of Consideration | Cash |
| Number of shares acquired | 140,000 shares; 140,000 voting rights |
| Voting rights ownership percentage | Before －％ → after 100.00％ |
| Impact on Business Performance | The deemed acquisition date is scheduled for the end of June 2026, and the impact of this transaction on consolidated results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 9 April 2026 |
| Contract Date | 9 April 2026 |
| Execution Date / Effective Date | Share transfer execution date: 9 April 2026. Share payment execution date: 9 April 2026. Deemed acquisition date: scheduled for the end of June 2026. |
| Valuation methodology | The price was reasonably calculated based primarily on the net assets of 株式会社イムラサンプル, taking comprehensive account of factors including its financial condition, asset position and outlook for future business activities, and was agreed following discussions between the parties. |
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition
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 acquisition is intended to increase corporate value by continuing the food sample business, leveraging JAPAN Creative Platform Group Co.,Ltd.'s diverse solutions and Group products to provide higher-value-added products and services, and creating synergies with the Products Division and the sales promotion business.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.