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
467
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This transactionCounterpartyHirosue Noriyuki (廣末 紀之), Other individual shareholders, etc., 株式会社MIXI, CERES INC.
Disclosing companySBI Holdings,Inc.
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
Crypto-asset-related business
Location Chuo-ku, TokyoShare capital ¥8,709 million (including capital reserves)Date of incorporation 7 May 2014
Net Sales¥5,815 million (fiscal year ended December 2025)
Operating profit¥970 million operating loss (fiscal year ended December 2025)
Net income for the current fiscal year¥696 million net loss (fiscal year ended December 2025)
Net assets¥12,775 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥46.7 billion
Type of ConsiderationCash
Funding arrangementsビットバンク株式会社 plans to use the funds raised through the capital increase to acquire treasury shares from 株式会社MIXI and CERES INC. SBI's funding arrangements: Not disclosed
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionClearance of the business combination review by the Japan Fair Trade Commission and satisfaction of other conditions precedent relating to this transaction
| Item | Details |
|---|---|
| Transaction name | This transaction |
| Counterparty name | Hirosue Noriyuki (廣末 紀之), Other individual shareholders, etc., 株式会社MIXI, CERES INC. |
| Name of the Subject Company | bitbank, inc. |
| Business Description of the Subject Company | Crypto-asset-related business |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥8,709 million (including capital reserves) |
| Date of Establishment of the Subject Company | 7 May 2014 |
| Net Sales of the Subject Company | ¥5,815 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥970 million operating loss (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥696 million net loss (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥12,775 million (fiscal year ended December 2025) |
| Acquisition price | ¥46.7 billion |
| Type of Consideration | Cash |
| Number of shares acquired | Share transfer: 53,704 shares; capital increase: 48,952 shares; total: 102,656 shares (102,656 voting rights) |
| Voting rights ownership percentage | Before 0％ → after 68.76% (after execution of the share transfer and capital increase); 100.0% (after completion of the transaction) |
| Funding arrangements | ビットバンク株式会社 plans to use the funds raised through the capital increase to acquire treasury shares from 株式会社MIXI and CERES INC. SBI's funding arrangements: Not disclosed |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. |
| Date of board resolution | 25 June 2026 |
| Contract Date | 25 June 2026 |
| Execution Date / Effective Date | Share transfer execution date: around August 2026 (scheduled); capital increase execution date and treasury share acquisition execution date: around October 2026 (scheduled); transaction completion date: around October 2026 (scheduled) |
| Conditions Precedent to Execution | Clearance of the business combination review by the Japan Fair Trade Commission and satisfaction of other conditions precedent relating to this transaction |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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.The transaction is intended to enhance cryptocurrency trading services, expand new financial services using stablecoins and other instruments, create synergies within the group, and strengthen competitiveness and earnings capacity by making mutual use of ビットバンク株式会社's customer base, service development capabilities, security and compliance systems, and management resources together with those of the SBI Group. Upon completion, assets under custody are expected to be approximately ¥1.1 trillion and the number of cryptocurrency accounts approximately 2.92 million.
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