Worth reading
63In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
137970
SharesWording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)ジャパンブロードキャストソリューションズ株式会社
Disclosing companyJAPAN Creative Platform Group Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Planning, design, development, operation and maintenance of video, audio and information systems, networks, software and content; export, import, sale, installation and rental of video, audio and information equipment, related accessories and used goods
Location Nishi-ku, Osaka CityShare capital ¥80 millionDate of incorporation 8 April 2008
Net Sales¥1,651 million (fiscal year ended December 2025)
Operating profit¥39 million (fiscal year ended December 2025)
Net income for the current fiscal year¥28 million (fiscal year ended December 2025)
Net assets¥486 million (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationShares (137,970 common shares of JAPAN Creative Platform Group Co.,Ltd. will be delivered. The company plans to use its treasury shares, with no new shares expected to be issued.)
Merger ratio/share exchange ratio1 common share of JBS to 146 common shares of JAPAN Creative Platform Group Co.,Ltd. JAPAN Creative Platform Group Co.,Ltd. will be the wholly owning parent company in the share exchange, and JBS will be the wholly owned subsidiary.
Funding arrangementsThe company plans to use 137,970 treasury shares it holds, with no new shares expected to be issued.
Impact on Business Performance
The impact of this share exchange on consolidated results for the fiscal year ending December 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method and adjusted net asset value method
Independent valuation institution株式会社ＦＹＤ
Conditions Precedent to ExecutionJBS must obtain approval at an extraordinary general meeting of shareholders scheduled for 25 November 2026. JAPAN Creative Platform Group Co.,Ltd. is not expected to require shareholder approval because the transaction will be conducted as a simplified share exchange under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionNo changes are planned to the company's name, head office location, titles and names of its representative, business activities, stated capital or fiscal year-end. The amounts of net assets and total assets have not been determined at this time. Treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | ジャパンブロードキャストソリューションズ株式会社 |
| Name of the Subject Company | ジャパンブロードキャストソリューションズ株式会社 |
| Business Description of the Subject Company | Planning, design, development, operation and maintenance of video, audio and information systems, networks, software and content; export, import, sale, installation and rental of video, audio and information equipment, related accessories and used goods |
| Location of the Subject Company | Nishi-ku, Osaka City |
| Capital Stock of the Subject Company | ¥80 million |
| Date of Establishment of the Subject Company | 8 April 2008 |
| Net Sales of the Subject Company | ¥1,651 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥39 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥28 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥486 million (fiscal year ended December 2025) |
| Type of Consideration | Shares (137,970 common shares of JAPAN Creative Platform Group Co.,Ltd. will be delivered. The company plans to use its treasury shares, with no new shares expected to be issued.) |
| Merger ratio/share exchange ratio | 1 common share of JBS to 146 common shares of JAPAN Creative Platform Group Co.,Ltd. JAPAN Creative Platform Group Co.,Ltd. will be the wholly owning parent company in the share exchange, and JBS will be the wholly owned subsidiary. |
| Voting rights ownership percentage | Before 81.10% (after not disclosed) |
| Funding arrangements | The company plans to use 137,970 treasury shares it holds, with no new shares expected to be issued. |
| Impact on Business Performance | The impact of this share exchange on consolidated results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 8 October 2026 |
| Contract Date | 8 October 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Valuation methodology | Market price method and adjusted net asset value method |
| Independent valuation institution | 株式会社ＦＹＤ |
| Conditions Precedent to Execution | JBS must obtain approval at an extraordinary general meeting of shareholders scheduled for 25 November 2026. JAPAN Creative Platform Group Co.,Ltd. is not expected to require shareholder approval because the transaction will be conducted as a simplified share exchange under Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | No changes are planned to the company's name, head office location, titles and names of its representative, business activities, stated capital or fiscal year-end. The amounts of net assets and total assets have not been determined at this time. Treatment of employees: not disclosed |
Items this document does not state (9)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill 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 determined that the share exchange would speed up management decision-making, enable more efficient use of management resources, and facilitate the flexible and efficient provision and expansion of services, thereby further enhancing corporate value.
How to read this page
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