Worth reading
66In 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
111
¥ millionWording
Conditional
How definitive the wording is.This transaction
This share acquisition and this share exchangeCounterpartySakagami Jun (坂上 淳), Yamane Masahito (山根 正仁)
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 resolution3 July 2026
Contract Date3 July 2026
Execution Date / Effective DateExecution date for payment of the share transfer consideration for the share acquisition: 3 July 2026. Effective date of the share exchange: 2 October 2026 (予定)
Target company
Advertising agency business, steel structure construction, and interior finishing work
Location Chiyoda-ku, TokyoShare capital ¥10 millionDate of incorporation 15 March 1991
Net Sales¥272 million (fiscal year ended December 2025)
Operating profitOperating loss of ¥15 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet income of ¥5 million (fiscal year ended December 2025)
Net assetsNet assets of ¥212 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥85 million (share acquisition portion)
Expenses other than the acquisition price¥26 million (advisory fees and other expenses)
Type of ConsiderationMixed consideration (cash for the share acquisition and the company's common shares for the share exchange)
Merger ratio/share exchange ratio1:26.16 (26.16 of the company's common shares for each common share of 株式会社シテイー・ロード; the company will be the wholly owning parent company in the share exchange)
Impact on Business Performance
The impact of the share exchange on consolidated results for the fiscal year ending December 2026 is expected to be immaterial. The deemed acquisition date is 31 December 2026.
Procedures and assumptions
Valuation methodologyMarket price method for the company and adjusted book value net asset method for 株式会社シテイー・ロード
Independent valuation institution株式会社ＦＹＤ
Conditions Precedent to Execution株式会社シテイー・ロード must obtain approval of the share exchange agreement at its extraordinary general meeting of shareholders scheduled for 26 September 2026. The company will not require shareholder approval because the transaction will be conducted as a simplified share exchange.
Management structure after acquisitionNo changes are planned to the name, head office location, representative's title and name, business activities, stated capital or fiscal year-end of the company, which will be the wholly owning parent company in the share exchange. The post-acquisition treatment of 株式会社シテイー・ロード's representative and employees has not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and this share exchange |
| Counterparty name | Sakagami Jun (坂上 淳), Yamane Masahito (山根 正仁) |
| Name of the Subject Company | 株式会社シテイー・ロード |
| Business Description of the Subject Company | Advertising agency business, steel structure construction, and interior finishing work |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 15 March 1991 |
| Net Sales of the Subject Company | ¥272 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥15 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net income of ¥5 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | Net assets of ¥212 million (fiscal year ended December 2025) |
| Acquisition price | ¥85 million (share acquisition portion) |
| Expenses other than the acquisition price | ¥26 million (advisory fees and other expenses) |
| Type of Consideration | Mixed consideration (cash for the share acquisition and the company's common shares for the share exchange) |
| Merger ratio/share exchange ratio | 1:26.16 (26.16 of the company's common shares for each common share of 株式会社シテイー・ロード; the company will be the wholly owning parent company in the share exchange) |
| Number of shares acquired | 5,000 shares (5,000 voting rights) |
| Voting rights ownership percentage | Before －% (before acquisition) → after 25.00% (after acquisition, share acquisition portion) |
| Impact on Business Performance | The impact of the share exchange on consolidated results for the fiscal year ending December 2026 is expected to be immaterial. The deemed acquisition date is 31 December 2026. |
| Date of board resolution | 3 July 2026 |
| Contract Date | 3 July 2026 |
| Execution Date / Effective Date | Execution date for payment of the share transfer consideration for the share acquisition: 3 July 2026. Effective date of the share exchange: 2 October 2026 (予定) |
| Valuation methodology | Market price method for the company and adjusted book value net asset method for 株式会社シテイー・ロード |
| Independent valuation institution | 株式会社ＦＹＤ |
| Conditions Precedent to Execution | 株式会社シテイー・ロード must obtain approval of the share exchange agreement at its extraordinary general meeting of shareholders scheduled for 26 September 2026. The company will not require shareholder approval because the transaction will be conducted as a simplified share exchange. |
| Management structure after acquisition | No changes are planned to the name, head office location, representative's title and name, business activities, stated capital or fiscal year-end of the company, which will be the wholly owning parent company in the share exchange. The post-acquisition treatment of 株式会社シテイー・ロード's representative and employees has not been disclosed. |
Items this document does not state (7)
Tender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount 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.The company explained that the transaction will accelerate management decision-making, enable more efficient use of management resources, and facilitate the provision of agile and efficient services. It also aims to enhance the corporate value of both companies by continuing 株式会社シテイー・ロード's business while utilizing JAPAN Creative Platform Group Co.,Ltd.'s diverse solutions and group products.
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