Worth reading
57In 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
294
¥ millionWording
Conditional
How definitive the wording is.This transaction
Making a subsidiary through the acquisition of sharesCounterpartyWakita Kunimasa (脇田 國正)
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 resolution17 August 2026
Contract Date17 August 2026
Execution Date / Effective DateShare transfer closing date and share payment date: 17 August 2026. Deemed acquisition date: scheduled for the end of September 2026.
Target company
Bookbinding
Location Chikusa-ku, NagoyaShare capital ¥30 millionDate of incorporation 4 February 1976
Net Sales¥208 million (fiscal year ended July 2025)
Operating profit-¥19 million (fiscal year ended July 2025)
Net income for the current fiscal year-¥18 million (fiscal year ended July 2025)
Net assets¥55 million (fiscal year ended July 2025)
Consideration and expenses
Acquisition priceCommon shares: ¥292 million; total: ¥294 million
Expenses other than the acquisition priceFinancial due diligence costs, etc.: ¥2 million
Type of ConsiderationCash
Impact on Business Performance
The impact 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 on the amount of 株式会社脇田コウキ製本's net assets and other factors, taking into comprehensive consideration its financial condition, asset position and outlook for future business activities, and was agreed following discussions between both parties.
| Item | Details |
|---|---|
| Transaction name | Making a subsidiary through the acquisition of shares |
| Counterparty name | Wakita Kunimasa (脇田 國正) |
| Name of the Subject Company | 株式会社脇田コウキ製本 |
| Business Description of the Subject Company | Bookbinding |
| Location of the Subject Company | Chikusa-ku, Nagoya |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 4 February 1976 |
| Net Sales of the Subject Company | ¥208 million (fiscal year ended July 2025) |
| Operating Profit of the Subject Company | -¥19 million (fiscal year ended July 2025) |
| Net Income of the Subject Company | -¥18 million (fiscal year ended July 2025) |
| Net Assets of the Subject Company | ¥55 million (fiscal year ended July 2025) |
| Acquisition price | Common shares: ¥292 million; total: ¥294 million |
| Expenses other than the acquisition price | Financial due diligence costs, etc.: ¥2 million |
| Type of Consideration | Cash |
| Number of shares acquired | 9,700 shares (9,700 voting rights) |
| Voting rights ownership percentage | Before －％ → after 97.00％ |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 17 August 2026 |
| Contract Date | 17 August 2026 |
| Execution Date / Effective Date | Share transfer closing date and share payment date: 17 August 2026. Deemed acquisition date: scheduled for the end of September 2026. |
| Valuation methodology | The price was reasonably calculated based on the amount of 株式会社脇田コウキ製本's net assets and other factors, taking into comprehensive consideration its financial condition, asset position and outlook for future business activities, and was agreed following discussions between both 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.To share infrastructure and expertise in the bookbinding business in the Chukyo region, leverage the respective strengths of both companies to expand opportunities for planning and manufacturing new products, improve production efficiency and quality, and strengthen one-stop services, thereby increasing the corporate and shareholder value of both companies.
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