Worth reading
65In 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
2000
¥ millionWording
Definitive
How definitive the wording is.This transaction
Acquisition of shares in 株式会社トムスエージェンシー (making it a subsidiary)Counterparty2 individual shareholders and others
Disclosing companyDenkyo Group Holdings Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution1 April 2026
Contract Date1 April 2026
Execution Date / Effective Date1 April 2026 (completed on the same day)
Target company
Advertising agency services, event secretariat operations, and other activities
Location Shibuya, TokyoShare capital ¥20 millionDate of incorporation October 2019
Net Sales¥3,212 million (fiscal year ended September 2025)
Operating profit¥681 million (fiscal year ended September 2025)
Net income for the current fiscal year¥516 million (fiscal year ended September 2025)
Net assets¥1,175 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition price¥2,000 million for the common shares of 株式会社トムスエージェンシー. Under a performance-based earn-out arrangement, an additional ¥1,000 million, plus related expenses, may be payable depending on the level of performance achieved over the next 2 years.
Expenses other than the acquisition price¥95 million in estimated brokerage, due diligence and other related expenses for this transaction
Type of ConsiderationCash
Impact on Business Performance
There will be no impact on results for the fiscal year ending March 2026. The impact on results for the fiscal year ending March 2027 is scheduled to be incorporated into and disclosed with the earnings forecast for the fiscal year ending March 2027.
Procedures and assumptions
Management structure after acquisitionMiyamoto Kenji (宮本健二) became representative director and president effective 1 April 2026. The trade name and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in 株式会社トムスエージェンシー (making it a subsidiary) |
| Counterparty name | 2 individual shareholders and others |
| Name of the Subject Company | 株式会社トムスエージェンシー |
| Business Description of the Subject Company | Advertising agency services, event secretariat operations, and other activities |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | October 2019 |
| Net Sales of the Subject Company | ¥3,212 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥681 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥516 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥1,175 million (fiscal year ended September 2025) |
| Acquisition price | ¥2,000 million for the common shares of 株式会社トムスエージェンシー. Under a performance-based earn-out arrangement, an additional ¥1,000 million, plus related expenses, may be payable depending on the level of performance achieved over the next 2 years. |
| Expenses other than the acquisition price | ¥95 million in estimated brokerage, due diligence and other related expenses for this transaction |
| Type of Consideration | Cash |
| Number of shares acquired | 8,890,000 shares (8,890,000 voting rights) |
| Voting rights ownership percentage | Before 0％ → after 100% |
| Impact on Business Performance | There will be no impact on results for the fiscal year ending March 2026. The impact on results for the fiscal year ending March 2027 is scheduled to be incorporated into and disclosed with the earnings forecast for the fiscal year ending March 2027. |
| Date of board resolution | 1 April 2026 |
| Contract Date | 1 April 2026 |
| Execution Date / Effective Date | 1 April 2026 (completed on the same day) |
| Management structure after acquisition | Miyamoto Kenji (宮本健二) became representative director and president effective 1 April 2026. The trade name and treatment of employees: not disclosed |
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)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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.トムスエージェンシー is a BPO provider that consistently handles the planning and operation of administrative secretariats, events, sales promotions and other services, and it was determined that the acquisition would contribute to strengthening the group's value chain.
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