Worth reading
44Recurring
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This mergerCounterparty株式会社ジー・ワン, 株式会社 Playce
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.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Editorial production
Location Chiyoda-ku, TokyoShare capital ¥40 millionDate of incorporation 10 September 2007
Net Sales¥159 million (fiscal year ended December 2025)
Operating profitOperating loss (¥8 million) (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss (¥7 million) (fiscal year ended December 2025)
Net assets¥58 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNo new shares will be issued, and no cash or other assets will be allotted.
Type of ConsiderationNo consideration (no new shares issued and no cash or other assets allotted)
Merger ratio/share exchange ratioNot applicable. An absorption-type merger in which G1 will be the surviving company and Playce the absorbed company
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026 will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholders’ meeting to approve the merger agreement (予定 for 21 May 2026)
Management structure after acquisitionThe surviving company’s trade name will change from 株式会社ジー・ワン to 株式会社 PlayceCUBE. The representative director and president will be Akiyama Yuka (秋山 由香). The head office will be located at 3-5, Kanda-Jimbocho, Chiyoda-ku, Tokyo. The principal businesses will be creative communication development and editorial production. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ジー・ワン, 株式会社 Playce |
| Name of the Subject Company | 株式会社 Playce (absorbed company) |
| Business Description of the Subject Company | Editorial production |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥40 million |
| Date of Establishment of the Subject Company | 10 September 2007 |
| Net Sales of the Subject Company | ¥159 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss (¥8 million) (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss (¥7 million) (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥58 million (fiscal year ended December 2025) |
| Acquisition price | No new shares will be issued, and no cash or other assets will be allotted. |
| Type of Consideration | No consideration (no new shares issued and no cash or other assets allotted) |
| Merger ratio/share exchange ratio | Not applicable. An absorption-type merger in which G1 will be the surviving company and Playce the absorbed company |
| Voting rights ownership percentage | Before 100.00% (株式会社ジー・ワン and Playce) → after 100.00% (surviving company following the merger) |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 will be immaterial |
| Date of board resolution | 1 May 2026 |
| Contract Date | 1 May 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at the shareholders’ meeting to approve the merger agreement (予定 for 21 May 2026) |
| Management structure after acquisition | The surviving company’s trade name will change from 株式会社ジー・ワン to 株式会社 PlayceCUBE. The representative director and president will be Akiyama Yuka (秋山 由香). The head office will be located at 3-5, Kanda-Jimbocho, Chiyoda-ku, Tokyo. The principal businesses will be creative communication development and editorial production. Employee treatment: not disclosed. |
Items this document does not state (11)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill 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 centralize management resources and the management structure, integrate business operations, accelerate decision-making, use management resources more efficiently, and provide services in a more flexible and efficient manner.
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